Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | REVELSTONE CAPITAL ACQUISITION CORP. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001874218 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash | $ 460,508 | $ 776,607 | $ 1,844,672 |
Prepaid Assets | 89,113 | 222,005 | |
Income Tax Receivable | 11,310 | ||
Total Current Assets | 471,818 | 865,720 | 2,066,677 |
Other Assets | |||
Prepaid Assets, non-current | 89,113 | ||
Investments held in Trust Account | 36,801,181 | 168,759,775 | 151,500,227 |
Total Other Assets | 36,801,181 | 168,759,775 | 151,589,340 |
Total Assets | 37,272,999 | 169,625,495 | 153,656,017 |
Current Liabilities | |||
Over-allotment Units Liability | 252,331 | ||
Note Payable – Related Party | 189,789 | ||
Accounts payable | 305,683 | 65,325 | 675,834 |
Franchise tax liability | 17,978 | 159,262 | 65,282 |
Accrued Expenses | 1,102,129 | 274,019 | 22,470 |
Income Tax Payable | 230,681 | ||
Excise tax payable | 1,342,951 | ||
Total Current Liabilities | 2,768,741 | 729,287 | 1,205,706 |
Long-Term Liabilities | |||
Deferred underwriting commission payable | 1,732,500 | 5,775,000 | 5,250,000 |
Total Long-Term Liabilities | 1,732,500 | 5,775,000 | 5,250,000 |
Total Liabilities | 4,501,241 | 6,504,287 | 6,455,706 |
Commitments and Contingencies (Note 6) | |||
Class A Common stock subject to possible redemption | 36,916,399 | 168,367,986 | 151,500,000 |
Stockholders’ Deficit | |||
Preferred stock, value | |||
Additional paid-in capital | |||
Accumulated Deficit | (4,145,053) | (5,247,190) | (4,300,101) |
Total Stockholders’ Deficit | (4,144,641) | (5,246,778) | (4,299,689) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 37,272,999 | 169,625,495 | 153,656,017 |
Class A Common Stock | |||
Stockholders’ Deficit | |||
Common stock | |||
Class B Common Stock | |||
Stockholders’ Deficit | |||
Common stock | $ 412 | $ 412 | $ 412 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock | |||
Subject to possible redemption | 3,519,819 | 16,500,000 | 15,000,000 |
Redemption value (in Dollars per share) | $ 10.49 | $ 10.2 | $ 10.1 |
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 180,000,000 | 180,000,000 | 180,000,000 |
Common shares, shares issued | |||
Common stock, shares outstanding | |||
Class B Common Stock | |||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common shares, shares issued | 4,125,000 | 4,125,000 | 4,125,000 |
Common stock, shares outstanding | 4,125,000 | 4,125,000 | 4,125,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Operating Expenses | ||||||
Formation and Operating Costs | $ 722,326 | $ 142,732 | $ 1,680,597 | $ 344,298 | $ 97,407 | $ 940,505 |
Total Operating Expenses | 722,326 | 142,732 | 1,680,597 | 344,298 | 97,407 | 940,505 |
Net Operating Loss | 722,326 | 142,732 | 1,680,597 | 344,298 | 97,407 | 940,505 |
Gain from investments held in Trust Account | 1,855,638 | 232,604 | 3,658,699 | 245,281 | 229 | 2,440,752 |
Change in fair value of overallotment units | 15,119 | (58,062) | 15,119 | |||
Fair value of forfeited overallotment option | 79,071 | 79,071 | ||||
Total Other Income | 1,855,638 | 232,604 | 3,658,699 | 339,471 | (57,832) | 2,534,942 |
Income (loss) before provision for income tax | 1,133,312 | 89,872 | 1,978,102 | (4,827) | (155,240) | 1,594,437 |
Provision for income taxes- loss | 379,235 | 22,163 | 732,009 | 22,163 | 456,681 | |
Net income (loss) | $ 754,077 | $ 67,709 | $ 1,246,093 | $ (26,990) | $ (155,240) | $ 1,137,756 |
Class A Common Stock Subject to Possible Redemption | ||||||
Operating Expenses | ||||||
Basic weighted average shares outstanding (in Shares) | 15,358,885 | 16,500,000 | 15,926,290 | 16,408,840 | 576,923 | 16,454,795 |
Basic net income (loss) per share (in Dollars per share) | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Nonredeemable Shares of Class B Common Stock | ||||||
Operating Expenses | ||||||
Basic weighted average shares outstanding (in Shares) | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 |
Basic net income (loss) per share (in Dollars per share) | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Common Stock Subject to Possible Redemption | ||||||
Diluted weighted average shares outstanding | 15,358,885 | 16,500,000 | 15,926,290 | 16,408,840 | 576,923 | 16,454,795 |
Diluted net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Nonredeemable Shares of Class B Common Stock | ||||||
Diluted weighted average shares outstanding | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 |
Diluted net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Class B Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Apr. 04, 2021 | |||||
Balance (in Shares) at Apr. 04, 2021 | |||||
Issuance of Class B common stock to Sponsor | $ 412 | 24,588 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 4,125,000 | ||||
Incentives to anchor investors | 8,104,500 | 8,104,500 | |||
Proceeds allocated to Public Warrants | 2,250,000 | 2,250,000 | |||
Proceeds allocated to Private Placement Warrants | 5,800,000 | 5,800,000 | |||
Offering costs allocated to warrants | (856,356) | (856,356) | |||
Re-measurement of redeemable shares to redemption value | (15,322,732) | (4,144,861) | (19,467,593) | ||
Net income (Loss) | (155,240) | (155,240) | |||
Balance at Dec. 31, 2021 | $ 412 | (4,300,101) | (4,299,689) | ||
Balance (in Shares) at Dec. 31, 2021 | 4,125,000 | ||||
Proceeds allocated to Public Warrants | 225,000 | 225,000 | |||
Proceeds allocated to Private Placement Warrants | 450,000 | 450,000 | |||
Offering costs allocated to warrants | (36,044) | (36,044) | |||
Derecognition of overallotment unit liability | 158,141 | 158,141 | |||
Re-measurement of redeemable shares to redemption value | (797,097) | (379,763) | (1,176,860) | ||
Net income (Loss) | (94,699) | (94,699) | |||
Balance at Mar. 31, 2022 | $ 412 | (4,774,563) | (4,774,151) | ||
Balance (in Shares) at Mar. 31, 2022 | 4,125,000 | ||||
Balance at Dec. 31, 2021 | $ 412 | (4,300,101) | (4,299,689) | ||
Balance (in Shares) at Dec. 31, 2021 | 4,125,000 | ||||
Net income (Loss) | (26,990) | ||||
Balance at Jun. 30, 2022 | $ 412 | (4,750,984) | (4,750,572) | ||
Balance (in Shares) at Jun. 30, 2022 | 4,125,000 | ||||
Balance at Dec. 31, 2021 | $ 412 | (4,300,101) | (4,299,689) | ||
Balance (in Shares) at Dec. 31, 2021 | 4,125,000 | ||||
Re-measurement of redeemable shares to redemption value – waiver of deferred underwriting commission | 2,881,942 | ||||
Proceeds allocated to Public Warrants | 225,000 | 225,000 | |||
Proceeds allocated to Private Placement Warrants | 450,000 | 450,000 | |||
Offering costs allocated to warrants | (36,044) | (36,044) | |||
Derecognition of overallotment unit liability | 158,141 | 158,141 | |||
Re-measurement of redeemable shares to redemption value | (797,097) | (2,084,845) | (2,881,942) | ||
Net income (Loss) | 1,137,756 | 1,137,756 | |||
Balance at Dec. 31, 2022 | $ 412 | $ 412 | (5,247,190) | (5,246,778) | |
Balance (in Shares) at Dec. 31, 2022 | 4,125,000 | ||||
Balance at Mar. 31, 2022 | $ 412 | (4,774,563) | (4,774,151) | ||
Balance (in Shares) at Mar. 31, 2022 | 4,125,000 | ||||
Re-measurement of redeemable shares to redemption value | (44,130) | (44,130) | |||
Net income (Loss) | 67,709 | 67,709 | |||
Balance at Jun. 30, 2022 | $ 412 | (4,750,984) | (4,750,572) | ||
Balance (in Shares) at Jun. 30, 2022 | 4,125,000 | ||||
Balance at Dec. 31, 2022 | $ 412 | 412 | (5,247,190) | (5,246,778) | |
Balance (in Shares) at Dec. 31, 2022 | 4,125,000 | ||||
Re-measurement of redeemable shares of Class A common stock to redemption value | (1,327,101) | (1,327,101) | |||
Net income (Loss) | 492,016 | 492,016 | |||
Balance at Mar. 31, 2023 | 412 | (6,082,275) | (6,081,863) | ||
Balance (in Shares) at Mar. 31, 2023 | 4,125,000 | ||||
Balance at Dec. 31, 2022 | $ 412 | 412 | (5,247,190) | (5,246,778) | |
Balance (in Shares) at Dec. 31, 2022 | 4,125,000 | ||||
Net income (Loss) | 1,246,093 | ||||
Balance at Jun. 30, 2023 | 412 | (4,145,053) | (4,144,641) | ||
Balance (in Shares) at Jun. 30, 2023 | 4,125,000 | ||||
Balance at Mar. 31, 2023 | 412 | (6,082,275) | (6,081,863) | ||
Balance (in Shares) at Mar. 31, 2023 | 4,125,000 | ||||
Re-measurement of redeemable shares of Class A common stock to redemption value | (1,516,404) | (1,516,404) | |||
Re-measurement of redeemable shares to redemption value – waiver of deferred underwriting commission | 4,042,500 | 4,042,500 | |||
Recognition of excise tax liability on trust redemptions | (1,342,951) | (1,342,951) | |||
Net income (Loss) | 754,077 | 754,077 | |||
Balance at Jun. 30, 2023 | $ 412 | $ (4,145,053) | $ (4,144,641) | ||
Balance (in Shares) at Jun. 30, 2023 | 4,125,000 |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ 1,246,093 | $ (26,990) | $ (155,240) | $ 1,137,756 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Change in fair value of overallotment units | (15,119) | 58,062 | (15,119) | |
Fair value of forfeited overallotment units | (79,071) | (79,071) | ||
Gain from investments held in Trust Account | (3,658,699) | (245,281) | (227) | (2,440,752) |
Changes in operating assets and liabilities: | ||||
Prepaid Assets | 89,113 | 110,491 | (311,118) | 222,005 |
Accounts Payable | 240,358 | (671,304) | 320,443 | (610,509) |
Accrued Expenses | 738,110 | 26,888 | 22,470 | 251,549 |
Franchise Tax Liability | (141,284) | 34,718 | 65,282 | 93,980 |
Income tax receivable/payable | (241,991) | 22,163 | 230,681 | |
Net cash used in operating activities | (1,728,300) | (843,505) | (328) | (1,209,480) |
Cash Flows from Investing Activities: | ||||
Principal deposited in Trust Account | (15,150,000) | (151,500,000) | (15,150,000) | |
Cash withdrawn from Trust Account in connection with redemption | 134,295,092 | |||
Payment of extension fee into Trust Account | (90,000) | |||
Withdrawals from Trust Account | 1,412,201 | 331,204 | ||
Net cash provided by (used in) investing activities | 135,617,293 | (15,150,000) | (151,500,000) | (14,818,796) |
Cash Flows from Financing Activities: | ||||
Redemption of common stock | (134,295,092) | |||
Proceeds from initial public offering, net of costs | 147,500,000 | |||
Proceeds from partial exercise of overallotment option, net of costs | 14,700,000 | 14,700,000 | ||
Proceeds from private placement related to partial exercise of overallotment option | 450,000 | 5,800,000 | 450,000 | |
Note payable – related party | 90,000 | (189,789) | 45,000 | (189,789) |
Deferred offering costs paid | (25,000) | |||
Proceeds from issuance of Class B common stock | 25,000 | |||
Net cash provided by financing activities | (134,205,092) | 14,960,211 | 153,345,000 | 14,960,211 |
Net Change in Cash | (316,099) | (1,033,294) | 1,844,672 | (1,068,065) |
Cash – Beginning | 776,607 | 1,844,672 | 1,844,672 | |
Cash – Ending | 460,508 | 811,378 | 1,844,672 | 776,607 |
Non-Cash investing and financing activities: | ||||
Deferred offering costs paid by Sponsor in exchange for note payable – related party | 144,789 | |||
Waiver of deferred underwriting commissions payable | 4,042,500 | 525,000 | 5,250,000 | 525,000 |
Deferred offering costs paid by Sponsor promissory note | 355,391 | |||
Incentives to anchor investors | 8,104,500 | |||
Re-measurement of carrying value of redeemable shares to redemption value | 19,467,593 | 2,881,942 | ||
Re-measurement of carrying value of redeemable shares of Class A common stock to redemption value | 2,843,505 | 1,220,990 | ||
Exercised portion of overallotment unit liability | 158,141 | $ 194,269 | $ 158,141 | |
Excise tax related to stock redemptions | $ 1,342,951 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Revelstone Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on April 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Revelstone Capital LLC, a Delaware limited liability company (the “Sponsor”). As of June 30, 2023, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from April 5, 2021 (inception) through June 30, 2023, relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on December 16, 2021 (the “Effective Date”). On December 21, 2021, the Company’s consummated the IPO of 15,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “IPO”), generating gross proceeds to the Company of $150,000,000. Each Unit consists of one share of Class A common stock (the “Public Shares”) and one -half Simultaneously with the consummation of the IPO, the Company consummated the private placement of 5,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $5,800,000, which is described in Note 4. On January 11, 2022, the underwriters partially exercised the over -allotment -allotment Simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 450,000 Private Placement Warrants to the Sponsor at $1.00 per additional Private Placement Warrants, generating additional gross proceeds of $450,000. Since the over -allotment On February 3, 2022, the Company announced that the holders of the Units may elect to separately trade the shares of Class A common stock, par value $0.0001 per share and warrants included in the Units commencing on or about February 7, 2022. Each Unit consists of one share of common stock and one -half Transaction costs amounted to $17,398,949 consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3), and $719,449 of other offering costs, and was all charged to additional paid -in -in The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post -transaction Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open -ended -7 The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share If the Company seeks stockholder approval to a proceed with a Business Combination, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors will agree to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and each Anchor Investor (see Note 3) holding Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have 18 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”), or during any extended time that the Company has to consummate a business combination beyond 18 months as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation (an “Extension Period”). If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Sponsor and each Anchor Investor holding Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. However, if the Sponsor or any of its affiliates acquire Public Shares after the Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. The underwriters have agreed to waive their right to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or during any Extension Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.10). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern, Liquidity and Capital Resources As of June 30, 2023 the Company had approximately $460,508 in its operating bank account and negative working capital of approximately $2,296,923. Prior to the completion of the Public Offering, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs, and the loan under an unsecured promissory note from the Sponsor of $189,789 (see Note 5). The promissory note was paid in full in January, 2022. Subsequent to the consummation of the Public Offering and private placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of June 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans. The Company held a meeting on June 14, 2023 to vote on the proposal to amend its charter and the investment management trust agreement dated as of December 16, 2021 with Continental Stock Transfer & Trust Company. Pursuant to the charter amendment and the trust amendment, the Company has the right to extend the time to complete a business combination from June 21, 2023 until December 21, 2023, on a month -to-month In connection with the stockholders’ vote at the special meeting of stockholders held by the Company on June 14, 2023, 12,980,181 shares of the Company’s common stock were redeemed with a total redemption payment of $134,295,092. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205 -40 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On June 23, 2023, 12,980,181 shares of the Company’s common stock were redeemed with a total redemption payment of $134,295,092. The Company determined that an excise tax liability should be recorded due to the redeemed shares. As of June 30, 2023, the Company recorded a charge to stockholders’ deficit of $1,342,951 of excise tax liability calculated as 1% of the value of the shares redeemed. | Note 1 — Description of Organization and Business Operations Revelstone Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on April 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company’s sponsor is Revelstone Capital LLC, a Delaware limited liability company (the “Sponsor”). As of December 31, 2022, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from April 5, 2021 (inception) through December 31, 2022, relates to the Company’s formation and the initial public offering (“Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s IPO was declared effective on December 16, 2021 (the “Effective Date”). On December 21, 2021, the Company consummated the IPO of 15,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “IPO”), generating gross proceeds to the Company of $150,000,000. Each Unit consists of one share of Class A common stock (the “Public Shares”) and one -half Simultaneously with the consummation of the IPO, the Company consummated the private placement of 5,800,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $5,800,000, which is described in Note 4. On January 11, 2022, the underwriters partially exercised the over -allotment -allotment Simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 450,000 Private Placement Warrants to the Sponsor at $1.00 per additional Private Placement Warrants, generating additional gross proceeds of $450,000. Since the over -allotment On February 3, 2022, the Company announced that the holders of the Units may elect to separately trade the shares of Class A common stock, par value $0.0001 per share and warrants included in the Units commencing on or about February 7, 2022. Each Unit consists of one share of common stock and one -half Transaction costs amounted to $17,398,949 consisting of $2,800,000 of net underwriting commissions, $5,775,000 of deferred underwriting commissions, $8,104,500 of incentives to Anchor Investors (see Note 3), and $719,449 of other offering costs, and was all charged to additional paid -in -in The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post -transaction Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open -ended -7 The Company will provide its holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per -share The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,000 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, officers and directors will agree to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and each Anchor Investor (see Note 3) holding Founder Shares have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company will have 18 months from the closing of the Public Offering to complete a Business Combination (the “Combination Period”), or during any extended time that the Company has to consummate a business combination beyond 18 months as a result of a stockholder vote to amend the Amended and Restated Certificate of Incorporation (an “Extension Period”). If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Sponsor and each Anchor Investor holding Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. However, if the Sponsor or any of its affiliates acquire Public Shares after the Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period or during any Extension Period. The underwriters have agreed to waive their right to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period or during any Extension Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.10). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going concern, Liquidity and Capital Resources As of December 31, 2022 the Company had approximately $776,607 in its operating bank account and working capital of approximately $136,433. Prior to the completion of the Public Offering, the Company’s liquidity needs had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the Founder Shares to cover certain offering costs, and the loan under an unsecured promissory note from the Sponsor of $189,789 (see Note 5). The promissory note was paid in full in January 2022. Subsequent to the consummation of the Public Offering and private placement, the Company’s liquidity needs have been satisfied through the proceeds from the consummation of the private placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5). As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 205 -40 Risks and Uncertainties Management is currently evaluating the impact of the COVID -19 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. At this time, it has been determined that none of the IR Act tax provisions have an impact on the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10 -K Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash -allotment Class A Common Stock Subject to Possible Redemption All of the 3,519,819 shares of Class A common stock issued as part of the Units in the Public Offering and outstanding at June 30, 2023 contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with ASC 480 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 -in -in In June 2023, deferred underwriting fee payable was reduced by $4,042,500 to $1,732,500. The reduction was due to BofA Securities, Inc., one of the underwriters, waiving their portion the deferred underwriting fee. Net Loss Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of Class A common stock and non -redeemable The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over -allotment -dilutive The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Numerator Allocation of net income (loss) $ 594,429 $ 159,648 $ 989,744 $ 256,349 $ 54,167 $ 13,542 $ (21,568 ) $ (5,422 ) Denominator Weighted average shares outstanding 15,358,885 4,125,000 15,926,290 4,125,000 16,500,000 4,125,000 16,408,840 4,125,000 Basic and diluted net income (loss) $ 0.04 $ 0.04 $ 0.06 $ 0.06 $ 0.00 $ 0.00 $ (0.00 ) $ (0.00 ) | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash -allotment Class A Common Stock Subject to Possible Redemption All of the 16,500,000 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 -in -in Net Loss Per Share The Company has two categories of shares, which are referred to as redeemable shares of Class A common stock and non -redeemable The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over -allotment -dilutive The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: For the year ended For the period from Redeemable Non- Redeemable Non- Numerator Allocation of net income (loss) $ 909,705 $ 228,051 $ (19,048 ) $ (136,192 ) Denominator Weighted average shares outstanding 16,454,795 4,125,000 576,923 4,125,000 Basic and diluted net income (loss) per share $ 0.06 $ 0.06 $ (0.03 ) $ (0.03 ) |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3 — Initial Public Offering On December 21, 2021 the Company sold 15,000,000 Units at a price of $10.00 per Unit. As part of the Public Offering, the Company granted the underwriters a 45 -day -allotments -allotment -half Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a Trust Account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open -ended -7 Prior to the Public Offering certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company’s management (the “Anchor Investors”) each expressed to the Company an interest in purchasing Units in the Public Offering at the offering price of $10.00 per Unit. As incentives for the Anchor Investors, upon consummation of the Public Offering, the Sponsor transferred 1,125,000 Founder Shares, with an aggregate fair value of $8,111,250, to the Anchor Investors taken together as a whole, in exchange for their original purchase price of approximately $0.006 per share. The excess of the fair value of the Founder Shares transferred over the original issuance price, or $8,104,500, was accounted for as offering costs with an offset to additional paid -in As of June 30, 2023, the value of the shares of Class A common stock subject to redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 150,000,000 Less: Proceeds allocated to Public Warrants (2,475,000 ) Class A common stock issuance costs (16,506,549 ) Plus: Re-measurement of carrying value to redemption value 22,349,535 Gross proceeds from partial exercise of overallotment option 15,000,000 Class A common stock subject to redemption as of December 31, 2022 $ 168,367,986 Plus: Re-measurement of carrying value to redemption value 1,327,101 Class A common stock subject to redemption as of March 31, 2023 $ 169,695,087 Plus: Re-measurement of carrying value to redemption value 1,516,404 Less: Partial redemptions (134,295,092 ) Class A common stock subject to redemption as of June 30, 2023 $ 36,916,399 | Note 3 — Initial Public Offering On December 21, 2021 the Company sold 15,000,000 Units at a price of $10.00 per Unit. As part of the Public Offering, the Company granted the underwriters a 45 -day -allotments -allotment -half Following the closing of the Public Offering on December 21, 2021 and partial exercise of the overallotment option on January 11, 2022, $166,650,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and Private Placement Warrants, was deposited in a Trust Account, located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open -ended -7 Prior to the Public Offering certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company’s management (the “Anchor Investors”) each expressed to the Company an interest in purchasing Units in the Public Offering at the offering price of $10.00 per Unit. As incentives for the Anchor Investors, upon consummation of the Public Offering, the Sponsor transferred 1,125,000 Founder Shares, with an aggregate fair value of $8,111,250, to the Anchor Investors taken together as a whole, in exchange for their original purchase price of approximately $0.006 per share. The excess of the fair value of the Founder Shares transferred over the original issuance price, or $8,104,500, was accounted for as offering costs with an offset to additional paid -in As of December 31, 2022 and 2021, the shares of Class A common stock subject to redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO 150,000,000 Less: Proceeds allocated to Public Warrants (2,250,000 ) Shares of Class A common stock issuance costs (15,717,593 ) Plus: Re-measurement of carrying value to redemption value 19,467,593 Shares of Class A common stock subject to redemption as of December 31, 2021 151,500,000 Less: Proceeds allocated to Public Warrants (225,000 ) Shares of Class A common stock issuance costs (788,956 ) Plus: Re-measurement of carrying value to redemption value 2,881,942 Gross proceeds from partial exercise of overallotment option 15,000,000 Shares of Class A common stock subject to redemption as of December 31, 2022 $ 168,367,986 |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Abstract] | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Public Offering, the Sponsor, Roth and certain Roth affiliates purchased an aggregate of 5,800,000 Private Placement Warrants, of which 5,050,000 Private Placement Warrants were purchased by the Sponsor and 750,000 Private Placement Warrants were purchased by Roth and certain Roth affiliates. The Sponsor purchase an additional 450,000 Private Placement Warrants when the over -allotment Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. If the Company does not complete a Business Combination within the Combination Period or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 7). | Note 4 — Private Placement Simultaneously with the closing of the Public Offering, the Sponsor, Roth and certain Roth affiliates purchased an aggregate of 5,800,000 Private Placement Warrants, of which 5,050,000 Private Placement Warrants were purchased by the Sponsor and 750,000 Private Placement Warrants were purchased by Roth and certain Roth affiliates. The Sponsor purchase an additional 450,000 Private Placement Warrants when the over -allotment Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. If the Company does not complete a Business Combination within the Combination Period or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants (see Note 7). |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On May 11, 2021, the Sponsor paid $25,000 to purchase 4,312,500 shares of the Company’s Class B common stock (the “Founder Shares”). The Founder Shares will automatically convert into Class A common stock upon consummation of a Business Combination on a one -for-one -allotment On November 18, 2021, the Sponsor transferred 25,000 Founder Shares to each of Jeff Rosenthal, Margaret McDonald and Jason White, the Company’s independent director nominees and 15,000 Founder Shares to each of Assia Grazioli -Venier The Sponsor, anchor investors, Company’s independent directors and outside advisors holding Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On May 11, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering (the “Promissory Note”). The Promissory Note is non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, the Company had no On June 22, 2023, the Sponsor and Set Jet, Inc., a Nevada corporation each contributed $45,000 to the Trust Account. The Company will reimburse the Sponsor and Set Jet, Inc. for the contribution in the event that the Company completes a Business Combination. The Company recorded the contribution as part of Accounts payable at June 30, 2023. Administrative Service Agreement The Company entered into an administrative services agreement with an affiliate of the Sponsor for office space, administrative and support services. The affiliate agreed to provide the above services for no | Note 5 — Related Party Transactions Founder Shares On May 11, 2021, the Sponsor paid $25,000 to purchase 4,312,500 -for-one -allotment On November 18, 2021, the Sponsor transferred 25,000 Founder Shares to each of Jeff Rosenthal, Margaret McDonald and Jason White, the Company’s independent director nominees and 15,000 Founder Shares to each of Assia Grazioli -Venier The Sponsor, anchor investors, Company’s independent directors and outside advisors holding Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Related Party Loans On May 11, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Public Offering (the “Promissory Note”). The Promissory Note is non -interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of December 31, 2022 and 2021, the Company had no Administrative Service Agreement The Company entered into an administrative services agreement with an affiliate of the Sponsor for office space, administrative and support services. The affiliate agreed to provide the above services for no |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the majority of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans up to $1,500,000 (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on December 21, 2021 and requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). In addition, our initial stockholders, any anchor investors holding Founder Shares and their respective permitted transferees are entitled to make up to three demands, excluding short form demands, that the Company register such securities. Notwithstanding the foregoing, the Company shall use its best efforts to file a registration statement within 30 days of our business combination to register such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On December 21, 2021 the Company paid a cash underwriting commission of $0.20 per Unit, or $3,000,000 in the aggregate. On December 21, 2021, the underwriters also reimbursed the Company for $500,000 of transaction costs incurred by the Company. Following the reimbursement, the underwriters’ net commission was $2,500,000 or $0.17 per Unit. The Company granted the underwriters a 45 -day On January 11, 2022, the Company paid a cash underwriting commission of $0.20 per Unit or $300,000 in the aggregate in connection with the underwriters’ partial exercise of the over -allotment The underwriters were entitled to deferred underwriting commissions of $0.35 per Unit, or $5,775,000 in the aggregate. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In June 2023 BofA Securities, Inc., one of the underwriters, waived their portion of the deferred underwriting fee which is reflected in the condensed balance sheet and the condensed statements of changes in stockholders’ deficit. Therefore, the deferred underwriting fee was reduced by $4,042,500. As a result of the reductions, the outstanding deferred underwriting fee payable was reduced to $1,732,500. Legal Advisory Agreement On July 7, 2022, the Company signed an agreement with a legal advisor that will represent the Company on corporate and securities compliance matters related to its pursuit of a Business Combination. According to the terms of the agreement, the Company was obligated to pay a retainer fee of $50,000 upon the signing of this agreement, and is further obligated to pay up to an additional $200,000 when certain milestones are met prior to the closing of the Business Combination. Legal fees incurred in connection with the business combination above $250,000 will be due and payable upon completion of the Business Combination. The initial retainer fee of $50,000 was paid as of January 30, 2023. The amount of legal fees recorded as part of the Company’s accrued expenses was $1,102,129 as of June 30, 2023. M&A Advisory Agreement On October 13, 2022, the Company signed an agreement with an advisor to assist the Company on merger and acquisition matters as they relate to a Business Combination. According to the terms of the agreement, as amended on July 7, 2023, the Company is obligated to pay the advisor a fee determined as a percentage of the enterprise value of a target. The percentage ranges from 0.5%, which would apply to an enterprise value of $600,000,000 or more, and 1.5%, which would apply to an enterprise value of $200,000,000 or less. The advisory fee is payable by the Company to the advisor in shares of the Company’s Class A common stock at $10.00 per share. The Company has not recorded any advisory fees through June 30, 2023 as stock compensation recognition criteria per ASC 718 -10-25 Private Placement Agreements On October 13, 2022, the Company signed a private placement agreement with an agent to assist the Company with the private placement of the Company’s stock or other securities. According to the terms of the agreement, as amended on July 7, 2023, the Company is obligated to pay the agent, concurrently with the consummation of the placement, a fee determined as 2% of gross receipts from the placement. The advisory fee is payable in shares of the Company’s Class A common stock at $10.00 per share. No fee has been recorded by the Company through June 30, 2023 as this private placement has not yet taken place. | Note 6 — Commitments and Contingencies Registration Rights The holders of the majority of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans up to $1,500,000 (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed on December 21, 2021 and requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). In addition, our initial stockholders, any anchor investors holding Founder Shares and their respective permitted transferees are entitled to make up to three demands, excluding short form demands, that the Company register such securities. Notwithstanding the foregoing, the Company shall use its best efforts to file a registration statement within 30 days of our business combination to register such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On December 21, 2021 the Company paid a cash underwriting commission of $0.20 per Unit, or $3,000,000 in the aggregate. On December 21, 2021, the underwriters also reimbursed the Company for $500,000 of transaction costs incurred by the Company. Following the reimbursement, the underwriters’ net commission was $2,500,000 or $0.17 per Unit. The Company granted the underwriters a 45 -day On January 11, 2022, the Company paid a cash underwriting commission of $0.20 per Unit or $300,000 in the aggregate in connection with the underwriters’ partial exercise of the over -allotment The underwriters are entitled to deferred underwriting commissions of $0.35 per Unit, or $5,775,000 in the aggregate. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Legal Advisory Agreement On July 7, 2022, the Company signed an agreement with a legal advisor that will represent the Company on corporate and securities compliance matters related to its pursuit of a Business Combination. According to the terms of the agreement, the Company was obligated to pay a retainer fee of $50,000 upon the signing of this agreement, and is further obligated to pay up to an additional $200,000 when certain milestones are met prior to the closing of the Business Combination. Legal fees incurred in connection with the business combination above $250,000 will be due and payable upon completion of the Business Combination. The initial retainer fee of $50,000 was paid as of January 30, 2023. The amount of legal fees recorded as part of Company’s Accounts payable and Accrued expenses was $254,019 as of December 31, 2022. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Deficit [Abstract] | ||
Stockholders' Deficit | Note 7 — Stockholders’ Deficit Preferred Stock no Shares of Class A Common Stock no Shares of Class B Common Stock Holders of shares of Class A common stock and shares of Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination or at any time at the option of the holder on a one -for-one The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one -for-one -linked and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as -converted -linked -linked Public Warrants — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five -linked -weighted consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Description of Securities — Redeemable Warrants —” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Redemptions of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00 • • • • -linked -trading • If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period, and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company accounted for the 14,500,000 warrants issued in connection with the Public Offering and partial exercise of the over -allotment -40 On June 23, 2023, 12,980,181 shares of the Company’s common stock were redeemed. At June 30, 2023, the amount of issued and outstanding Public Warrants and Private Placement warrants did not change. Underwriters’ Over -allotment Option — -day -allotment -allotment | Note 7 — Stockholders’ Deficit Preferred Stock no Class A Common Stock no Class B Common Stock Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one -for-one -linked (as described herein), are issued or deemed issued in excess of the amount issued in the Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as -converted -linked -linked Public Warrants — The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, after the closing of a Business Combination, the Company will use its best efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five -linked -weighted common stock during the 20 trading day period starting on the trading day after to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Description of Securities — Redeemable Warrants —” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Redemptions of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00 • • • • -linked -trading • If the Company calls the Public Warrants for redemption for cash, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis”, as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period or during any Extension Period, and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. The Company accounted for the 14,500,000 warrants issued in connection with the Public Offering and partial exercise of the over -allotment -40 Underwriters’ Over -allotment Option — -day -allotment -allotment |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 8 — Income Taxes Our effective tax rate was 33.46% and 24.66% for the three months ended June 30, 2023 and 2022, respectively. Our effective tax rate was 37.01% and (459.15)% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% mainly due to changes in the valuation allowance on the deferred tax assets. Cash paid for income taxes during the six months ended June 30, 2023 and 2022 was $974,000 and $0, respectively. | Note 8 — Income Taxes The Company’s tax provision consists of the following components: As of December 31, 2022 2021 Federal: Current $ 456,681 $ — Deferred (142,225 ) (18,603 ) Total Federal 314,456 (18,603 ) State: Current — — Deferred 2,840 (8,591 ) Total State $ 2,840 $ (8,591 ) Change in Valuation Allowance 139,385 27,194 Total Provision $ 456,681 $ — The Company’s net deferred tax assets consist of the following: As of December 31, 2022 2021 Deferred Tax Assets: Non-Deductible Start-Up Costs $ 162,036 $ 8,990 Net Operating Loss 4,543 18,204 Total Deferred Tax Assets 166,579 27,194 Valuation Allowance (166,579 ) (27,194 ) Net Deferred Tax Asset $ — $ — The Company has approximately $0 of federal and $65,000 of state Net Operating Losses (“NOLs”) that may be available to offset future taxable income, if any. The state net operating loss carryforwards if unused, will expire by 2031. Under the new Tax Cuts and Jobs Act, federal NOLs incurred after December 31, 2017 are carried forward indefinitely for federal tax purposes. The ability to use federal NOLs may be limited under Internal Revenue Code Section 382 and 383. State NOLs are subject to similar limitations in many cases. As a result, the stated NOLs may not have any value to the Company. The statute of limitations for assessment by the IRS and state tax authorities is open for tax years ending December 31, 2022 and 2021. Currently, no federal or state income tax returns are under examination by the respective taxing authorities. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. The change in valuation allowance for the year ended December 31,2022 was $ 139,385. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: As of December 31, 2022 2021 Federal statutory rate 21.00 % 21.00 % Non-deductible items (1.24 )% (7.85 )% State and local taxes, net of federal taxes 0.00 % 6.98 % State effect of perm items 0.00 % (2.61 )% Deferred rate change 0.14 % 0.00 % Valuation allowance 8.74 % (17.52 )% Total Provision and Effective Tax Rate 28.64 % 0.00 % Cash paid for income taxes during the year ended December 31, 2022 and the period from April 5, 2021 (inception) through December 31, 2021 was $226,000 and $0, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | Note 9 — Fair Value Measurements Investments held in Trust Account The following table presents information about the Company’s assets and liabilities that are measured at fair value on June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Prices In Significant Other Significant Other Assets: Investments held in Trust Account $ 36,801,181 $ 36,801,181 — — $ 36,801,181 $ 36,801,181 — — December 31, Quoted Prices In Significant Other Significant Other Assets: Investments held in Trust Account $ 168,759,775 $ 168,759,775 — — $ 168,759,775 $ 168,759,775 — — Underwriters’ over-allotment option The Company accounted for the over -allotment -40 -allotment -allotment The Company used a Black Scholes model to value the over -allotment -allotment -price -free -free -coupon The key inputs into the Black Scholes model for the over -allotment January 11, Input Risk-free interest rate 0.04 % Expected term (years) 0.07 Expected volatility 11.26 % Exercise price $ 10.00 Unit Price $ 9.98 The following table sets forth a summary of the changes in the fair value of the Level 3 over -allotment Over-allotment Fair value as of December 31, 2021 $ 252,331 Change in fair value at January 11, 2022 $ (15,119 ) Fair value of forfeited overallotment units at January 11, 2022 $ (79,071 ) Elimination of overallotment liability at January 11, 2022 $ (158,141 ) Fair value as of December 31, 2022 $ — | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 168,759,775 $ 168,759,775 — — $ 168,759,775 $ 168,759,775 — — December 31, Quoted Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 151,500,227 $ 151,500,227 — — $ 151,500,227 $ 151,500,227 — — Liabilities: Over-allotment option $ 252,331 — — $ 252,331 $ 252,331 — — $ 252,331 The over -allotment -40 -allotment -allotment The Company used a Black Scholes model to value the over -allotment -allotment -price -free -free -coupon The key inputs into the Black Scholes model for the over -allotment Input December 31, Risk-free interest rate 0.06 % Expected term (years) 0.10 Expected volatility 11.72 % Exercise price $ 10.00 Unit Price $ 9.93 Input January 11, Risk-free interest rate 0.04 % Expected term (years) 0.07 Expected volatility 11.26 % Exercise price $ 10.00 Unit Price $ 9.98 The following table sets forth a summary of the changes in the fair value of the Level 3 over -allotment Over-allotment Fair value of over-allotment liability at April 5, 2021 (inception) $ — Initial fair value of over-allotment liability upon issuance at IPO 194,269 Change in fair value 58,062 Fair value as of December 31, 2021 252,331 Change in fair value at January 11, 2022 (15,119 ) Fair value of forfeited overallotment units at January 11, 2022 (79,071 ) Elimination of overallotment liability at January 11, 2022 (158,141 ) Fair value as of December 31, 2022 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 — Subsequent Events The Company has evaluated subsequent events that occurred after the balance sheet date up to the date the financial statements were issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as indicated below. On July 17, 2023, the Company entered into a merger agreement, by and among the Company, Revelstone Capital Merger Sub Inc., a Delaware corporation and a direct, wholly -owned The merger agreement provides that, among other things, at the closing of the transactions, Merger Sub will merge with and into Set Jet, with Set Jet surviving as a wholly -owned The Business Combination is subject to customary closing conditions, including the satisfaction of the minimum net tangible assets condition, the receipt of certain governmental approvals and the required approval by the stockholders of the Company and Set Jet. There is no assurance that the Business Combination will be completed. The total consideration to be received by the Set Jet stockholders from the Company at closing and via earnout is up to $145 million subject to adjustment. Consideration paid at closing is in an amount equal to $80 million, subject to adjustment, based on the Company’s debt net of the Company’s cash and cash equivalents at closing, as defined in the merger agreement. Merger consideration at closing is paid in shares of Class A common stock of the Company. Earnout consideration of up to $65 million consists of (i) up to $45 million to shareholders of Set Jet pursuant to the earnout escrow agreement and (ii) up to $20 million to certain executive officers and directors of the combined company under the retention bonus agreement. | Note 10 — Subsequent Events The Company has evaluated subsequent events that occurred after the balance sheet date up to the date the financial statements were issued. Based on the Company’s review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10 -K | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging Growth Company The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of estimates | Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. | Investments Held in Trust Account At December 31, 2022 and 2021, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which frequently exceeds the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement’s recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash -allotment | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash -allotment |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 3,519,819 shares of Class A common stock issued as part of the Units in the Public Offering and outstanding at June 30, 2023 contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s second amended and restated certificate of incorporation. In accordance with ASC 480 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in | Class A Common Stock Subject to Possible Redemption All of the 16,500,000 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 -in -in In June 2023, deferred underwriting fee payable was reduced by $4,042,500 to $1,732,500. The reduction was due to BofA Securities, Inc., one of the underwriters, waiving their portion the deferred underwriting fee. | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 -in -in |
Net Loss Per Share | Net Loss Per Share of Common Stock The Company has two categories of shares, which are referred to as redeemable shares of Class A common stock and non -redeemable The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over -allotment -dilutive The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Numerator Allocation of net income (loss) $ 594,429 $ 159,648 $ 989,744 $ 256,349 $ 54,167 $ 13,542 $ (21,568 ) $ (5,422 ) Denominator Weighted average shares outstanding 15,358,885 4,125,000 15,926,290 4,125,000 16,500,000 4,125,000 16,408,840 4,125,000 Basic and diluted net income (loss) $ 0.04 $ 0.04 $ 0.06 $ 0.06 $ 0.00 $ 0.00 $ (0.00 ) $ (0.00 ) | Net Loss Per Share The Company has two categories of shares, which are referred to as redeemable shares of Class A common stock and non -redeemable The calculation of diluted net income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the partial exercise of the over -allotment -dilutive The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: For the year ended For the period from Redeemable Non- Redeemable Non- Numerator Allocation of net income (loss) $ 909,705 $ 228,051 $ (19,048 ) $ (136,192 ) Denominator Weighted average shares outstanding 16,454,795 4,125,000 576,923 4,125,000 Basic and diluted net income (loss) per share $ 0.06 $ 0.06 $ (0.03 ) $ (0.03 ) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Basic and Diluted Net Income (Loss) Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Redeemable Non- Redeemable Non- Redeemable Non- Redeemable Non- Numerator Allocation of net income (loss) $ 594,429 $ 159,648 $ 989,744 $ 256,349 $ 54,167 $ 13,542 $ (21,568 ) $ (5,422 ) Denominator Weighted average shares outstanding 15,358,885 4,125,000 15,926,290 4,125,000 16,500,000 4,125,000 16,408,840 4,125,000 Basic and diluted net income (loss) $ 0.04 $ 0.04 $ 0.06 $ 0.06 $ 0.00 $ 0.00 $ (0.00 ) $ (0.00 ) | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each category: For the year ended For the period from Redeemable Non- Redeemable Non- Numerator Allocation of net income (loss) $ 909,705 $ 228,051 $ (19,048 ) $ (136,192 ) Denominator Weighted average shares outstanding 16,454,795 4,125,000 576,923 4,125,000 Basic and diluted net income (loss) per share $ 0.06 $ 0.06 $ (0.03 ) $ (0.03 ) |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
Schedule of Shares of Class A Common Stock Subject to Redemption Reflected On the Balance Sheet | As of June 30, 2023, the value of the shares of Class A common stock subject to redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 150,000,000 Less: Proceeds allocated to Public Warrants (2,475,000 ) Class A common stock issuance costs (16,506,549 ) Plus: Re-measurement of carrying value to redemption value 22,349,535 Gross proceeds from partial exercise of overallotment option 15,000,000 Class A common stock subject to redemption as of December 31, 2022 $ 168,367,986 Plus: Re-measurement of carrying value to redemption value 1,327,101 Class A common stock subject to redemption as of March 31, 2023 $ 169,695,087 Plus: Re-measurement of carrying value to redemption value 1,516,404 Less: Partial redemptions (134,295,092 ) Class A common stock subject to redemption as of June 30, 2023 $ 36,916,399 | As of December 31, 2022 and 2021, the shares of Class A common stock subject to redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO 150,000,000 Less: Proceeds allocated to Public Warrants (2,250,000 ) Shares of Class A common stock issuance costs (15,717,593 ) Plus: Re-measurement of carrying value to redemption value 19,467,593 Shares of Class A common stock subject to redemption as of December 31, 2021 151,500,000 Less: Proceeds allocated to Public Warrants (225,000 ) Shares of Class A common stock issuance costs (788,956 ) Plus: Re-measurement of carrying value to redemption value 2,881,942 Gross proceeds from partial exercise of overallotment option 15,000,000 Shares of Class A common stock subject to redemption as of December 31, 2022 $ 168,367,986 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The Company’s tax provision consists of the following components: As of December 31, 2022 2021 Federal: Current $ 456,681 $ — Deferred (142,225 ) (18,603 ) Total Federal 314,456 (18,603 ) State: Current — — Deferred 2,840 (8,591 ) Total State $ 2,840 $ (8,591 ) Change in Valuation Allowance 139,385 27,194 Total Provision $ 456,681 $ — |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets consist of the following: As of December 31, 2022 2021 Deferred Tax Assets: Non-Deductible Start-Up Costs $ 162,036 $ 8,990 Net Operating Loss 4,543 18,204 Total Deferred Tax Assets 166,579 27,194 Valuation Allowance (166,579 ) (27,194 ) Net Deferred Tax Asset $ — $ — |
Schedule of Reconciliation of the Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: As of December 31, 2022 2021 Federal statutory rate 21.00 % 21.00 % Non-deductible items (1.24 )% (7.85 )% State and local taxes, net of federal taxes 0.00 % 6.98 % State effect of perm items 0.00 % (2.61 )% Deferred rate change 0.14 % 0.00 % Valuation allowance 8.74 % (17.52 )% Total Provision and Effective Tax Rate 28.64 % 0.00 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value Hierarchy of the Valuation Inputs | The following table presents information about the Company’s assets and liabilities that are measured at fair value on June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Prices In Significant Other Significant Other Assets: Investments held in Trust Account $ 36,801,181 $ 36,801,181 — — $ 36,801,181 $ 36,801,181 — — December 31, Quoted Prices In Significant Other Significant Other Assets: Investments held in Trust Account $ 168,759,775 $ 168,759,775 — — $ 168,759,775 $ 168,759,775 — — | The following table presents information about the Company’s assets and liabilities that are measured at fair value on December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 168,759,775 $ 168,759,775 — — $ 168,759,775 $ 168,759,775 — — December 31, Quoted Significant (Level 2) Significant (Level 3) Assets: Investments held in Trust Account $ 151,500,227 $ 151,500,227 — — $ 151,500,227 $ 151,500,227 — — Liabilities: Over-allotment option $ 252,331 — — $ 252,331 $ 252,331 — — $ 252,331 |
Schedule of Key Inputs into the Black Scholes Model for the Over-Allotment Liability | The key inputs into the Black Scholes model for the over -allotment January 11, Input Risk-free interest rate 0.04 % Expected term (years) 0.07 Expected volatility 11.26 % Exercise price $ 10.00 Unit Price $ 9.98 | The key inputs into the Black Scholes model for the over -allotment Input December 31, Risk-free interest rate 0.06 % Expected term (years) 0.10 Expected volatility 11.72 % Exercise price $ 10.00 Unit Price $ 9.93 Input January 11, Risk-free interest rate 0.04 % Expected term (years) 0.07 Expected volatility 11.26 % Exercise price $ 10.00 Unit Price $ 9.98 |
Schedule of the Changes in the Fair Value of the Level 3 Over-Allotment Liability | The following table sets forth a summary of the changes in the fair value of the Level 3 over -allotment Over-allotment Fair value as of December 31, 2021 $ 252,331 Change in fair value at January 11, 2022 $ (15,119 ) Fair value of forfeited overallotment units at January 11, 2022 $ (79,071 ) Elimination of overallotment liability at January 11, 2022 $ (158,141 ) Fair value as of December 31, 2022 $ — | The following table sets forth a summary of the changes in the fair value of the Level 3 over -allotment Over-allotment Fair value of over-allotment liability at April 5, 2021 (inception) $ — Initial fair value of over-allotment liability upon issuance at IPO 194,269 Change in fair value 58,062 Fair value as of December 31, 2021 252,331 Change in fair value at January 11, 2022 (15,119 ) Fair value of forfeited overallotment units at January 11, 2022 (79,071 ) Elimination of overallotment liability at January 11, 2022 (158,141 ) Fair value as of December 31, 2022 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 14, 2023 USD ($) shares | Jan. 11, 2022 USD ($) $ / shares shares | Dec. 21, 2021 USD ($) $ / shares shares | Jun. 23, 2023 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Feb. 03, 2022 $ / shares | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Proceeds from issuance initial public offering | $ 147,500,000 | ||||||||
Proceeds from private placement | $ 450,000 | ||||||||
Underwriting fees | $ 2,500,000 | $ 2,800,000 | $ 2,800,000 | ||||||
Number of shares forfeited (in Shares) | shares | 187,500 | 187,500 | |||||||
Deferred underwriting commission payable | 5,775,000 | $ 5,775,000 | |||||||
Underwriting commission gross | 3,300,000 | $ 3,300,000 | |||||||
Underwriting reimbursement of costs | $ 500,000 | $ 500,000 | |||||||
Percentage of aggregate fair value | 80% | 80% | |||||||
Percentage of post transaction | 50% | 50% | |||||||
Maximum maturity term of investments | 185 days | ||||||||
Percentage of aggregate | 15% | ||||||||
Public shares percentage | 100% | 100% | |||||||
Months to complete acquisition | 18 months | 18 months | |||||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | |||||||
Operating bank account | 460,508 | 776,607 | |||||||
Working capital | 2,296,923 | 136,433 | |||||||
Working capital loans | 0 | $ 0 | 0 | $ 0 | |||||
Trust account | 90,000 | ||||||||
Net tangible assets | 5,000,001 | ||||||||
Common stock redeemed (in Shares) | shares | 12,980,181 | 12,980,181 | |||||||
Total redemption payment | $ 134,295,092 | $ 134,295,092 | |||||||
Stockholders’ deficit | $ 1,342,951 | ||||||||
Excise tax liability rate | 1% | ||||||||
Commison | 500,000 | ||||||||
Tangible assets | $ 5,000,000 | ||||||||
Number of Units in Real Estate Property | 15 | ||||||||
IPO [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Number of additional units exercised (in Shares) | shares | 2,250,000 | 15,000,000 | |||||||
Purchase price per unit (in Dollars per share) | $ / shares | $ 10 | $ 10.1 | $ 10.1 | ||||||
Proceeds from issuance initial public offering | $ 150,000,000 | ||||||||
Sale of private placement warrants (in Shares) | shares | 14,500,000 | 14,500,000 | |||||||
Transaction costs | $ 17,398,949 | $ 17,398,949 | |||||||
Other offering costs | $ 719,449 | $ 719,449 | |||||||
Private Placement [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Purchase price per unit (in Dollars per share) | $ / shares | $ 10.1 | $ 10.1 | |||||||
Over-Allotment Option [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Number of additional units exercised (in Shares) | shares | 1,500,000 | ||||||||
Purchase price per unit (in Dollars per share) | $ / shares | $ 10 | ||||||||
Proceeds from issuance initial public offering | $ 15,000,000 | ||||||||
Underwriting fees | $ 300,000 | ||||||||
Underwriting commission gross | $ 300,000 | $ 300,000 | |||||||
Underwriting reimbursement of costs | $ 525,000 | $ 525,000 | |||||||
Founder Shares [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Purchase price per unit (in Dollars per share) | $ / shares | $ 10.1 | $ 10.1 | |||||||
Class B Common Stock [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Common shares, shares outstanding (in Shares) | shares | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 | |||||
Common shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Class B Common Stock [Member] | Over-Allotment Option [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Number of shares forfeited (in Shares) | shares | 187,500 | 187,500 | |||||||
Common shares, shares outstanding (in Shares) | shares | 4,312,500 | 4,312,500 | |||||||
Common shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Class A Common Stock [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Purchase price per unit (in Dollars per share) | $ / shares | $ 10.49 | $ 10.1 | $ 10.2 | $ 10.1 | |||||
Common shares, shares outstanding (in Shares) | shares | |||||||||
Common shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 11.5 | ||||||||
Class A Common Stock [Member] | IPO [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | |||||||
Class A Common Stock [Member] | Warrants [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Common shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||
Public Warrants [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 11.5 | ||||||||
Public Warrants [Member] | IPO [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Number of shares in a unit (in Shares) | shares | 1 | 1 | 1 | ||||||
Number of warrants in a unit (in Shares) | shares | 0 | 0 | 0 | ||||||
Sale of private placement warrants (in Shares) | shares | 1 | 8,250,000 | 8,250,000 | ||||||
Private Placement Warrants [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Sale of private placement warrants (in Shares) | shares | 5,800,000 | 5,800,000 | |||||||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 1 | $ 1 | |||||||
Proceeds from private placement | $ 5,800,000 | $ 5,800,000 | |||||||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | |||||||
Private Placement Warrants [Member] | IPO [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Purchase price per unit (in Dollars per share) | $ / shares | $ 10.1 | ||||||||
Sale of private placement warrants (in Shares) | shares | 6,250,000 | 6,250,000 | |||||||
Payments for investment | $ 166,650,000 | ||||||||
Private Placement Warrants [Member] | Private Placement [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Sale of private placement warrants (in Shares) | shares | 5,800,000 | 5,800,000 | |||||||
Private Placement Warrants [Member] | Over-Allotment Option [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Sale of private placement warrants (in Shares) | shares | 450,000 | 450,000 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Sale of private placement warrants (in Shares) | shares | 450,000 | 5,050,000 | 5,050,000 | ||||||
Exercise price of warrants (in Dollars per share) | $ / shares | $ 1 | ||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Due to the Sponsor for certain reimbursable expenses | $ 25,000 | $ 25,000 | |||||||
Sponsor [Member] | Promissory Note With Related Party [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Due to the Sponsor for certain reimbursable expenses | 189,789 | 189,789 | |||||||
Investor [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Incentives | $ 8,104,500 | $ 8,104,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Federal depository insurance | $ 250,000 | $ 250,000 | |
Unrecognized tax benefits | |||
Unrecognized tax benefits accrued for interest and penalties | |||
Cash equivalents | 0 | $ 0 | |
IPO [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Offering costs | 17,398,949 | 17,398,949 | |
Underwriting fees | 2,800,000 | 2,800,000 | |
Deferred underwriting commission | 5,775,000 | 5,775,000 | |
Incentives to anchor investors | 8,104,500 | 8,104,500 | |
Other offering costs | 719,449 | $ 719,449 | |
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Deferred underwriting fee payable | 4,042,500 | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Deferred underwriting fee payable | $ 1,732,500 | ||
Common Class A [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Class A common stock subject to possible redemption, outstanding (in Shares) | 3,519,819 | 16,500,000 | 15,000,000 |
Common Class A Subject To Redemption [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Class A common stock subject to possible redemption, outstanding (in Shares) | 16,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable | ||||||
Numerator | ||||||
Allocation of net income (loss) | $ 594,429 | $ 54,167 | $ 989,744 | $ (21,568) | $ (19,048) | $ 909,705 |
Denominator | ||||||
Weighted average shares outstanding | 15,358,885 | 16,500,000 | 15,926,290 | 16,408,840 | 576,923 | 16,454,795 |
Basic net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Non- redeemable | ||||||
Numerator | ||||||
Allocation of net income (loss) | $ 159,648 | $ 13,542 | $ 256,349 | $ (5,422) | $ (136,192) | $ 228,051 |
Denominator | ||||||
Weighted average shares outstanding | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 |
Basic net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Diluted net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Non- redeemable | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Diluted net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jan. 11, 2022 | Dec. 21, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of units sold | 2,250,000 | 15,000,000 | ||
Price per share | $ 10 | |||
Number of days granted to underwriter | 45 days | |||
Overallotment option , per unit | $ 10 | $ 10.1 | $ 10.1 | |
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of units sold | 1,500,000 | |||
Price per share | $ 10 | |||
Number of days granted to underwriter | 45 days | |||
Overallotment option , per unit | $ 10 | |||
Class A common stock [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Price per share | $ 11.5 | $ 11.5 | ||
Public Warrants [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of shares in a unit | 1 | 1 | 1 | |
Number of warrants in a unit | 0 | 0 | 0 | |
Public Warrants [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of units sold | 1,500,000 | 2,250,000 | 2,250,000 | 2,250,000 |
Private Placement Warrants [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Overallotment option | $ 166,650,000 | |||
Overallotment option , per unit | $ 10.1 | |||
Founder Shares [Member] | Anchor Investors [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Overallotment option , per unit | $ 10 | $ 10 | ||
Founder shares | 1,125,000 | 1,125,000 | ||
Aggregate fair value | $ 8,111,250 | $ 8,111,250 | ||
Purchase price, per share | $ 0.006 | $ 0.006 | ||
Original issuance price | $ 8,104,500 | $ 8,104,500 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of Shares of Class A Common Stock Subject to Redemption Reflected on the Balance Sheet - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Shares of Class A Common Stock Subject to Redemption Reflected on the Balance Sheet [Abstract] | ||||
Gross proceeds from IPO | $ 150,000,000 | $ 150,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (225,000) | (2,250,000) | ||
Class A common stock issuance costs | (788,956) | $ (15,717,593) | ||
Plus: | ||||
Re-measurement of carrying value to redemption value | $ 1,516,404 | $ 1,327,101 | 22,349,535 | |
Partial redemptions | (134,295,092) | |||
Class A common stock subject to redemption | 36,916,399 | 169,695,087 | 168,367,986 | |
Gross proceeds from partial exercise of overallotment option | 15,000,000 | |||
Class A common stock subject to redemption | $ 169,695,087 | $ 168,367,986 | ||
IPO [Member] | ||||
Less: | ||||
Proceeds allocated to Public Warrants | (2,475,000) | |||
Class A common stock issuance costs | $ (16,506,549) |
Private Placement (Details)
Private Placement (Details) - Private Placement Warrants [Member] - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 11, 2022 |
Private Placement (Details) [Line Items] | |||
Number of warrants to purchase shares issued | 5,800,000 | 5,800,000 | |
Number of shares per warrant | 1 | 1 | |
Exercise price of warrant (in Dollars per share) | $ 11.5 | $ 11.5 | |
Over-Allotment Option [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of warrants to purchase shares issued | 450,000 | 450,000 | |
Sponsor [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of warrants to purchase shares issued | 5,050,000 | 5,050,000 | 450,000 |
Roth and Certain Roth Rffiliates [Member] | |||
Private Placement (Details) [Line Items] | |||
Number of warrants to purchase shares issued | 750,000 | 750,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 11, 2022 | Nov. 18, 2021 | May 11, 2021 | Jun. 22, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||
Number of shares forfeited (in Shares) | 187,500 | 187,500 | |||||
Sponsor amount | $ 45,000 | ||||||
Working capital loans warrant [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Outstanding balance of related party note | |||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||||
Price of warrants (in Dollars per share) | $ 1 | ||||||
Class B Common Stock [Member] | Over-Allotment Option [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Shares subject to forfeiture (in Shares) | 187,500 | ||||||
Number of shares forfeited (in Shares) | 187,500 | 187,500 | |||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Consideration received | $ 25,000 | ||||||
Consideration received, shares (in Shares) | 4,312,500 | ||||||
Shares subject to forfeiture (in Shares) | 562,500 | ||||||
Sale price (in Dollars per share) | $ 12 | ||||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Jeff Rosenthal, Margaret McDonald and Jason White [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Number of shares transferred (in Shares) | 25,000 | ||||||
Founder Shares [Member] | Sponsor [Member] | Class B Common Stock [Member] | Assia Grazioli-Venier and Nate Bosshard [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Number of shares transferred (in Shares) | 15,000 | ||||||
Promissory Note With Related Party [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
Outstanding balance of related party note | $ 189,789 | ||||||
Administrative Support Agreement [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Costs and Expenses, Related Party |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended | 12 Months Ended | |||||
Jul. 07, 2022 USD ($) | Jan. 11, 2022 USD ($) $ / shares shares | Dec. 21, 2021 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Jul. 07, 2023 $ / shares | Jan. 30, 2023 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |||||||
Number of demands | 3 | ||||||
Business combination to register period | 30 days | 30 days | |||||
Underwriting commission per unit (in Dollars per share) | $ / shares | $ 0.2 | ||||||
Underwriting reimbursement of costs | $ 500,000 | $ 500,000 | |||||
Underwriters' net commission | $ 2,500,000 | $ 2,800,000 | $ 2,800,000 | ||||
Underwriting commission per unit (in Dollars per share) | $ / shares | $ 0.17 | ||||||
Deferred fee per unit (in Dollars per share) | $ / shares | $ 0.35 | $ 0.35 | |||||
Aggregate deferred underwriting fee payable | $ 5,775,000 | $ 5,775,000 | |||||
Deferred underwriting fee | 4,042,500 | ||||||
Outstanding deferred underwriting fee payable | 1,732,500 | ||||||
Enterprise value amount | $ 200,000,000 | ||||||
M and A Advisory Agreement [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Common stock per share (in Dollars per share) | $ / shares | $ 10 | ||||||
Minimum [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Ranges percentage | 0.50% | ||||||
Enterprise value amount | $600,000,000 | ||||||
Maximum [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Ranges percentage | 1.50% | ||||||
Working capital loans warrant [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Loan conversion agreement warrant | $ 1,500,000 | 1,500,000 | |||||
IPO [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Aggregate underwriting commission | $ 3,000,000 | ||||||
Underwriter option period | 45 days | ||||||
Number of units sold (in Shares) | shares | 2,250,000 | 15,000,000 | |||||
Over-Allotment Option [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Underwriting commission per unit (in Dollars per share) | $ / shares | $ 0.2 | ||||||
Underwriting reimbursement of costs | $ 525,000 | 525,000 | |||||
Underwriters' net commission | $ 300,000 | ||||||
Number of units sold (in Shares) | shares | 1,500,000 | ||||||
Subsequent Event [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Gross percentage | 2% | ||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Common stock per share (in Dollars per share) | $ / shares | $ 10 | ||||||
Legal Advisory Agreement [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Total retainer fee | $ 50,000 | ||||||
Additional retainer fee | 200,000 | ||||||
Legal fees | $ 250,000 | ||||||
Initial retainer fee | $ 50,000 | ||||||
Accounts payable and accrued expenses | $ 1,102,129 | $ 254,019 | |||||
Legal Advisory Agreement [Member] | Subsequent Event [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Initial retainer fee | $ 50,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 6 Months Ended | 12 Months Ended | |||
Jan. 11, 2022 $ / shares shares | Dec. 21, 2021 shares | Jun. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Stockholders’ Deficit [Line Items] | |||||
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock issued | |||||
Preferred stock outstanding | |||||
Number of shares forfeited | 187,500 | 187,500 | |||
Redemption period | 30 days | ||||
Initial business combination , Per share (in Dollars per share) | $ / shares | $ 9.98 | $ 9.93 | |||
Market value percentage | 180% | ||||
Exceeds of redemptions of warrants (in Dollars per share) | $ / shares | $ 18 | ||||
Notice of redemption | 30 days | ||||
Common stock shares redemption | 12,980,181 | ||||
Warrant [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Market value percentage | 115% | ||||
Public Warrants [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Redemption period | 30 days | ||||
Business days | 60 days | 60 years | |||
Warrant [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Public Warrants expiration term | 5 years | 5 years | |||
Percentage of total equity proceeds | 60% | ||||
Trading days | 20 days | 20 years | |||
Private Placement Warrants [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Warrants issued | 5,800,000 | 5,800,000 | |||
Over-Allotment Option [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Number of days granted to underwriter | 45 days | ||||
Over-Allotment Option [Member] | Public Warrants [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Public offering price less | 1,500,000 | 2,250,000 | 2,250,000 | 2,250,000 | |
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Warrants issued | 450,000 | 450,000 | |||
IPO [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Warrants issued | 14,500,000 | 14,500,000 | |||
Number of days granted to underwriter | 45 days | ||||
IPO [Member] | Public Warrants [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Warrants issued | 1 | 8,250,000 | 8,250,000 | ||
IPO [Member] | Private Placement Warrants [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Warrants issued | 6,250,000 | 6,250,000 | |||
Class A Common Stock [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Common Stock, share authorized | 180,000,000 | 180,000,000 | 180,000,000 | ||
Common Stock, par value share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock ,vote share | 1 | 1 | |||
Common stock ,shares issued | |||||
Common stock ,shares outstanding | |||||
Initial business combination , Per share (in Dollars per share) | $ / shares | $ 9.2 | ||||
Exercise price (in Dollars per share) | $ / shares | $ 9.2 | ||||
Class A Common Stock [Member] | Public Warrants [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Initial business combination , Per share (in Dollars per share) | $ / shares | $ 9.2 | ||||
Class A Common Stock [Member] | Warrant [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Initial business combination , Per share (in Dollars per share) | $ / shares | $ 9.2 | ||||
Market value percentage | 115% | ||||
Common Class A Subject to Redemption [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Common stock subject to redemption | 3,519,819 | 16,500,000 | |||
Class B Common Stock [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Common Stock, share authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common Stock, par value share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock ,vote share | 1 | 1 | |||
Common stock ,shares issued | 4,125,000 | 4,125,000 | 4,125,000 | ||
Common stock ,shares outstanding | 4,125,000 | 4,125,000 | 4,125,000 | ||
Convertible percentage | 20% | ||||
Aggregate percentage | 20% | ||||
Class B Common Stock [Member] | Over-Allotment Option [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Common Stock, par value share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock ,shares outstanding | 4,312,500 | 4,312,500 | |||
Number of shares forfeited | 187,500 | 187,500 | |||
Common stock forfeited due to partial exercise | 187,500 | ||||
Common Stock Subject To Redemption [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Common stock subject to redemption | 16,500,000 | 15,000,000 | |||
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds18.00 [Member] | Public Warrants [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Market value percentage | 180% | ||||
Exceeds of redemptions of warrants (in Dollars per share) | $ / shares | $ 18 | $ 18 | |||
Warrants per share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Notice of redemption | 30 days | ||||
Trading days | 20 days | 20 days | |||
Trading days | 30 days | ||||
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds18.00 [Member] | Warrant [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Issued price , per share (in Dollars per share) | $ / shares | $ 18 | ||||
Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds18.00 [Member] | Class A Common Stock [Member] | Public Warrants [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Exceeds of redemptions of warrants (in Dollars per share) | $ / shares | $ 18 | $ 18 | |||
Business Combination [Member] | Warrant [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Total equity percentage | 60% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Taxes (Details) [Line Items] | ||||||
Effective tax rate | 33.46% | 24.66% | 37.01% | (459.15%) | ||
Statutory tax rate | 21% | |||||
Income taxes paid | $ 974,000 | $ 0 | $ 226,000 | |||
Change in valuation allowance | 139,385 | |||||
Federal [Member] | ||||||
Income Taxes (Details) [Line Items] | ||||||
Income taxes paid | $ 0 | |||||
Operating Loss Carryforwards | 0 | |||||
State [Member] | ||||||
Income Taxes (Details) [Line Items] | ||||||
Operating Loss Carryforwards | $ 65,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | |||
Investments held in Trust Account | $ 36,801,181 | $ 168,759,775 | $ 151,500,227 |
Total | 36,801,181 | 168,759,775 | |
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Investments held in Trust Account | 36,801,181 | 168,759,775 | 151,500,227 |
Total | 36,801,181 | 168,759,775 | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Investments held in Trust Account | |||
Total | |||
Significant Other Unobservable Inputs (Level 3) [Member] | |||
Assets: | |||
Investments held in Trust Account | |||
Total |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Key Inputs into the Black Scholes Model for the Over-Allotment Liability - $ / shares | 12 Months Ended | ||
Jan. 11, 2022 | Jan. 11, 2022 | Dec. 31, 2021 | |
Input | |||
Risk-free interest rate | 0.04% | 0.04% | 0.06% |
Expected term (years) | 25 days | 25 days | 1 month 6 days |
Expected volatility | 11.26% | 11.26% | 11.72% |
Exercise price | $ 10 | $ 10 | $ 10 |
Unit Price | $ 9.98 | $ 9.98 | $ 9.93 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of the Changes in the Fair Value of the Level 3 Over-Allotment Liability - Over-allotment liability [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value at the beginning | $ 252,331 | ||
Change in fair value | 58,062 | $ (15,119) | (15,119) |
Fair value of forfeited overallotment option | (79,071) | (79,071) | |
Elimination of overallotment liability | (158,141) | (158,141) | |
Fair value at the ending | $ 252,331 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Subsequent Events [Abstract] | |
Consideration total | $ 145 |
Asset Acquisition, Consideration Transferred | 80 |
Consideration amount | $ 65 |
Earnout consideration description | (i) up to $45 million to shareholders of Set Jet pursuant to the earnout escrow agreement and (ii) up to $20 million to certain executive officers and directors of the combined company under the retention bonus agreement. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable | ||||||
Numerator | ||||||
Allocation of net income (loss) | $ 594,429 | $ 54,167 | $ 989,744 | $ (21,568) | $ (19,048) | $ 909,705 |
Denominator | ||||||
Weighted average shares outstanding | 15,358,885 | 16,500,000 | 15,926,290 | 16,408,840 | 576,923 | 16,454,795 |
Basic and diluted net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Non- redeemable | ||||||
Numerator | ||||||
Allocation of net income (loss) | $ 159,648 | $ 13,542 | $ 256,349 | $ (5,422) | $ (136,192) | $ 228,051 |
Denominator | ||||||
Weighted average shares outstanding | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 | 4,125,000 |
Basic and diluted net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Redeemable | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Diluted net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Non- redeemable | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Diluted net income (loss) per share | $ 0.04 | $ 0 | $ 0.06 | $ 0 | $ (0.03) | $ 0.06 |
Initial Public Offering (Deta_3
Initial Public Offering (Details) - Schedule of Shares of Class A Common Stock Subject to Redemption Reflected on the Balance Sheet - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Shares of Class A Common Stock Subject to Redemption Reflected on the Balance Sheet [Abstract] | |||
Gross proceeds | $ 150,000,000 | $ 150,000,000 | |
Less: | |||
Proceeds allocated to Public Warrants | (225,000) | (2,250,000) | |
Shares of Class A common stock issuance costs | (788,956) | (15,717,593) | |
Plus: | |||
Re-measurement of carrying value to redemption value | $ 4,042,500 | 2,881,942 | 19,467,593 |
Gross proceeds from partial exercise of overallotment option | 15,000,000 | ||
Shares of Class A common stock subject to redemption | $ 36,916,399 | 168,367,986 | $ 151,500,000 |
Shares of Class A common stock subject to redemption | $ 151,500,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal: | ||
Current | $ 456,681 | |
Deferred | (142,225) | (18,603) |
Total Federal | 314,456 | (18,603) |
State: | ||
Current | ||
Deferred | 2,840 | (8,591) |
Total State | 2,840 | (8,591) |
Change in Valuation Allowance | 139,385 | 27,194 |
Total Provision | $ 456,681 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Non-Deductible Start-Up Costs | $ 162,036 | $ 8,990 |
Net Operating Loss | 4,543 | 18,204 |
Total Deferred Tax Assets | 166,579 | 27,194 |
Valuation Allowance | (166,579) | (27,194) |
Net Deferred Tax Asset |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of the Federal Income Tax Rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation of The Federal Income Tax Rate [Abstract] | ||
Federal statutory rate | 21% | 21% |
Non-deductible items | (1.24%) | (7.85%) |
State and local taxes, net of federal taxes | 0% | 6.98% |
State effect of perm items | 0% | (2.61%) |
Deferred rate change | 0.14% | 0% |
Valuation allowance | 8.74% | (17.52%) |
Total Provision and Effective Tax Rate | 28.64% | 0% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | |||
Investments held in Trust Account | $ 36,801,181 | $ 168,759,775 | $ 151,500,227 |
Assets | 168,759,775 | 151,500,227 | |
Liabilities: | |||
Over-allotment option | 252,331 | ||
Liabilities | 252,331 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Investments held in Trust Account | 36,801,181 | 168,759,775 | 151,500,227 |
Assets | 168,759,775 | 151,500,227 | |
Liabilities: | |||
Over-allotment option | |||
Liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Assets: | |||
Investments held in Trust Account | |||
Assets | |||
Liabilities: | |||
Over-allotment option | 252,331 | ||
Liabilities | $ 252,331 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Key Inputs into the Black Scholes Model for the Over-Allotment Liability - $ / shares | 12 Months Ended | ||
Jan. 11, 2022 | Jan. 11, 2022 | Dec. 31, 2021 | |
Schedule of Key Inputs into the Black Scholes Model for the Over-Allotment Liability [Abstract] | |||
Risk-free interest rate | 0.04% | 0.04% | 0.06% |
Expected term (years) | 25 days | 25 days | 1 month 6 days |
Expected volatility | 11.26% | 11.26% | 11.72% |
Exercise price | $ 10 | $ 10 | $ 10 |
Unit Price | $ 9.98 | $ 9.98 | $ 9.93 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of the Changes in the Fair Value of the Level 3 Over-Allotment Liability - Over-allotment liability [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair value at the beginning | $ 252,331 | ||
Initial fair value of over-allotment liability upon issuance at IPO | 194,269 | ||
Change in fair value | 58,062 | $ (15,119) | (15,119) |
Fair value of forfeited overallotment option | (79,071) | (79,071) | |
Elimination of overallotment liability | (158,141) | (158,141) | |
Fair value at the ending | $ 252,331 |