Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 21, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | LAMF GLOBAL VENTURES CORP. I | |
Entity Central Index Key | 0001879297 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-41053 | |
Entity Tax Identification Number | 98-1616579 | |
Current Fiscal Year End Date | --12-31 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 9255 Sunset Blvd | |
Entity Address, Address Line Two | Suite 515 | |
Entity Address, City or Town | West Hollywood | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90069 | |
City Area Code | 424 | |
Local Phone Number | 343-8760 | |
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 par value | |
Trading Symbol | LGVC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 12,491,949 | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | |
Trading Symbol | LGVCU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | LGVCW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 39,138 | $ 268,199 |
Prepaid expenses | 251,825 | 213,411 |
Total current assets | 290,963 | 481,610 |
Other Assets | ||
Cash and Investments in Trust Account | 31,232,249 | 262,000,174 |
Reimbursement receivable | 2,974,500 | 2,974,500 |
Total other assets | 34,206,749 | 264,974,674 |
Total assets | 34,497,712 | 265,456,284 |
Current liabilities | ||
Accrued expenses | 2,899,278 | 806,643 |
Non-redemption liability | 304,453 | 0 |
Total current liabilities | 3,400,260 | 894,839 |
Long-term liabilities | ||
Deferred underwriting fee payable | 9,915,000 | 9,915,000 |
Deferred advisory fees payable | 2,974,500 | 2,974,500 |
Total long-term liabilities | 12,889,500 | 12,889,500 |
Total liabilities | 16,289,760 | 13,784,339 |
Commitments and Contingencies | ||
Class A Ordinary Shares subject to possible redemption, 2,952,616 at $10.54 per share as of June 30, 2023 and 25,300,000 at $10.35 per share as of December 31, 2022 | 31,132,249 | 261,900,213 |
Shareholders' Deficit | ||
Preference Shares; $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 293,572 | 0 |
Accumulated deficit | (13,218,822) | (10,229,221) |
Total Shareholders' Deficit | (12,924,297) | (10,228,268) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 34,497,712 | 265,456,284 |
Affiliated Entity [Member] | ||
Current liabilities | ||
Other liabilities, current | 88,196 | 88,196 |
Sponsor [Member] | ||
Current liabilities | ||
Other liabilities, current | 108,333 | 0 |
Common Class A [Member] | ||
Long-term liabilities | ||
Class A Ordinary Shares subject to possible redemption, 2,952,616 at $10.54 per share as of June 30, 2023 and 25,300,000 at $10.35 per share as of December 31, 2022 | 31,132,249 | 261,900,213 |
Shareholders' Deficit | ||
Common Stock | 953 | 110 |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common Stock | $ 0 | $ 843 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Temporary Equity, Shares Outstanding | 2,952,616 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Redemption Price Per Share | $ 10.54 | $ 10.35 |
Temporary Equity, Shares Outstanding | 2,952,616 | 25,300,000 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 9,539,333 | 1,106,000 |
Common stock shares outstanding | 9,539,333 | 1,106,000 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 0 | 8,433,333 |
Common stock shares outstanding | 0 | 8,433,333 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating costs | ||||
General and administrative | $ 2,346,328 | $ 344,813 | $ 2,978,760 | $ 860,828 |
Loss from operations | (2,346,328) | (344,813) | (2,978,760) | (860,828) |
Other income (expense): | ||||
Interest income | 1,306,059 | 4 | 4,131,698 | 24 |
Dividend income | 115,463 | 77,172 | 115,463 | 77,172 |
Unrealized gain | 0 | 56,316 | 0 | 150,774 |
Change in fair value of derivatives | (10,880) | 0 | (10,880) | 0 |
Net income (loss) | $ (935,686) | $ (211,321) | $ 1,257,521 | $ (632,858) |
Common Class A [Member] | ||||
Other income (expense): | ||||
Weighted-average shares outstanding, basic | 18,913,819 | 26,406,000 | 22,639,213 | 26,406,000 |
Weighted-average shares outstanding, diluted | 18,913,819 | 26,406,000 | 22,639,213 | 26,406,000 |
Basic net income (loss) per share | $ (0.04) | $ (0.01) | $ 0.04 | $ (0.02) |
Diluted net income (loss) per share | $ (0.04) | $ (0.01) | $ 0.04 | $ (0.02) |
Common Class B [Member] | ||||
Other income (expense): | ||||
Weighted-average shares outstanding, basic | 3,892,308 | 8,433,333 | 6,150,276 | 8,433,333 |
Weighted-average shares outstanding, diluted | 3,892,308 | 8,433,333 | 6,150,276 | 8,433,333 |
Basic net income (loss) per share | $ (0.04) | $ (0.01) | $ 0.04 | $ (0.02) |
Diluted net income (loss) per share | $ (0.04) | $ (0.01) | $ 0.04 | $ (0.02) |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ (8,638,598) | $ 110 | $ 843 | $ 0 | $ 0 | $ (8,639,551) |
Beginning Balance (Shares) at Dec. 31, 2021 | 1,106,000 | 8,433,333 | 0 | |||
Net income (loss) | (421,537) | (421,537) | ||||
Ending Balance at Mar. 31, 2022 | (9,060,135) | $ 110 | $ 843 | $ 0 | 0 | 9,061,088 |
Ending Balance (Shares) at Mar. 31, 2022 | 1,106,000 | 8,433,333 | 0 | |||
Beginning Balance at Dec. 31, 2021 | (8,638,598) | $ 110 | $ 843 | $ 0 | 0 | (8,639,551) |
Beginning Balance (Shares) at Dec. 31, 2021 | 1,106,000 | 8,433,333 | 0 | |||
Net income (loss) | (632,858) | |||||
Ending Balance at Jun. 30, 2022 | (9,271,456) | $ 110 | $ 843 | $ 0 | 0 | (9,272,409) |
Ending Balance (Shares) at Jun. 30, 2022 | 1,106,000 | 8,433,333 | 0 | |||
Beginning Balance at Mar. 31, 2022 | (9,060,135) | $ 110 | $ 843 | $ 0 | 0 | 9,061,088 |
Beginning Balance (Shares) at Mar. 31, 2022 | 1,106,000 | 8,433,333 | 0 | |||
Net income (loss) | (211,321) | (211,321) | ||||
Ending Balance at Jun. 30, 2022 | (9,271,456) | $ 110 | $ 843 | $ 0 | 0 | (9,272,409) |
Ending Balance (Shares) at Jun. 30, 2022 | 1,106,000 | 8,433,333 | 0 | |||
Beginning Balance at Dec. 31, 2022 | (10,228,268) | $ 110 | $ 843 | $ 0 | 0 | (10,229,221) |
Beginning Balance (Shares) at Dec. 31, 2022 | 1,106,000 | 8,433,333 | 0 | |||
Net income (loss) | 2,193,207 | 2,193,207 | ||||
Accretion of Class A Ordinary Shares Subject to redemption amount | (2,825,600) | (2,825,600) | ||||
Ending Balance at Mar. 31, 2023 | (10,860,661) | $ 110 | $ 843 | $ 0 | 0 | 10,861,614 |
Ending Balance (Shares) at Mar. 31, 2023 | 1,106,000 | 8,433,333 | 0 | |||
Beginning Balance at Dec. 31, 2022 | (10,228,268) | $ 110 | $ 843 | $ 0 | 0 | (10,229,221) |
Beginning Balance (Shares) at Dec. 31, 2022 | 1,106,000 | 8,433,333 | 0 | |||
Net income (loss) | 1,257,521 | |||||
Ending Balance at Jun. 30, 2023 | (12,924,297) | $ 953 | $ 0 | $ 0 | 293,572 | (13,218,822) |
Ending Balance (Shares) at Jun. 30, 2023 | 9,539,333 | 0 | 0 | |||
Beginning Balance at Mar. 31, 2023 | (10,860,661) | $ 110 | $ 843 | $ 0 | 0 | 10,861,614 |
Beginning Balance (Shares) at Mar. 31, 2023 | 1,106,000 | 8,433,333 | 0 | |||
Net income (loss) | (935,686) | (935,686) | ||||
Reclassification of shares under Non-Redemption Agreements | 293,572 | 293,572 | ||||
Accretion of Class A Ordinary Shares Subject to redemption amount | (1,421,522) | (1,421,522) | ||||
Conversion of ordinary shares | $ 843 | $ (843) | ||||
Conversion of ordinary shares (Shares) | 8,433,333 | (8,433,333) | ||||
Ending Balance at Jun. 30, 2023 | $ (12,924,297) | $ 953 | $ 0 | $ 0 | $ 293,572 | $ (13,218,822) |
Ending Balance (Shares) at Jun. 30, 2023 | 9,539,333 | 0 | 0 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 1,257,521 | $ (632,858) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest and dividends earned on marketable securities held in Trust Account | (4,247,161) | 0 |
Unrealized gain on investments | 0 | (150,774) |
Change in fair value of derivatives | 10,880 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (38,414) | 142,328 |
Accrued expenses | 2,092,635 | 466,742 |
Due to affiliates | 0 | 12,998 |
Non-redemption liability | 293,573 | 0 |
Net cash used in operating activities | (630,966) | (161,564) |
Cash Flows from Investing Activities | ||
Divestment of cash in Trust Account | 0 | 258,060,000 |
Purchase of investments in Trust Account | 0 | (258,137,172) |
Withdrawal from Trust Account upon redemption of 22,347,384 Class A ordinary shares | 235,015,086 | 0 |
Net cash provided by (used in) investing activities | 235,015,086 | (77,172) |
Cash Flows from Financing Activities: | ||
Advance from Sponsor | 108,333 | 0 |
Reclassification of shares under Non-redemption agreements | 293,572 | 0 |
Redemption of 22,347,384 Class A Ordinary Shares | (235,015,086) | 0 |
Net cash used in financing activities | (234,613,181) | 0 |
Net Change in Cash | (229,061) | (238,736) |
Cash – Beginning of period | 268,199 | 881,842 |
Cash – Ending of period | $ 39,138 | $ 643,106 |
Condensed Statements Of Cash _2
Condensed Statements Of Cash Flows (Parenthetical) | 6 Months Ended |
Jun. 30, 2023 shares | |
Common Class A [Member] | |
Temporary Equity Stock Redeemed During The Period Shares | 22,347,384 |
Stock Repurchased During Period, Shares | 22,347,384 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | NOTE 1—ORGANIZATION AND BUSINESS OPERATIONS Organization and General LAMF Global Ventures Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on July 20, 2021. The Company was incorporated for the purpose of effecting a business combination (the “Business Combination”). 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”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has selected December 31 as its fiscal year end. As of June 30, 2023, the Company had not yet commenced any operations. All activity for the period from July 20, 2021 (inception) through June 30, 2023 relates to the Company’s formation and the Initial Public Offering (“IPO”), and subsequent to the IPO, the search for a prospective target business. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating Financing The registration statement for the Company’s IPO was declared effective on November 10, 2021 (the “Effective Date”). On November 16, 2021, the Company consummated the sale of 25,300,000 units, which included the full exercise by the underwriters of their over-allotment option (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), in the amount of 3,300,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $253,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,106,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to LAMF SPAC Holdings I LLC (the “Sponsor”), generating gross proceeds of $11,060,000. Transaction costs amounted to $15,651,363, including $4,000,000 of underwriting fees, $9,915,000 of deferred underwriting fees and $1,736,363 of other offering costs. Trust Account Following the closing of the IPO on November 16, 2021, $258,060,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”). As of December 31, 2022, the funds held in the Trust Account were held in cash and United States Treasury securities. As of June 30, 2023, the funds held in the Trust Account were held in Black Rock Liquidity Funds Treasury Trust Fund. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the holders (the “Public Shareholders”) of the outstanding Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), included in the Units sold in the IPO (the “Public Shares”) 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to the Warrants. All of the Public Shares 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 amended and restated memorandum and articles of association (the “Articles”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, 470-20. 480-10-S99. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Articles, conduct redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other 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 shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased by them during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder 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 Class A ordinary shares sold in the IPO, without the prior consent of the Company. The Sponsor and the Company’s officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Articles (A) to modify the substance or timing of the Company’s obligation to the Public Shares if it does not complete a Business Combination within 18 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial If the Company is unable to complete a Business Combination ten per-share The Initial Shareholders 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. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination 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 residual assets remaining available for distribution (including Trust Account assets) will be 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 entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholder’s equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. On December 30, 2021, the Company announced that holders of the Units sold in the Company’s IPO may elect to separately trade the Class A ordinary shares and Public Warrants included in the Units commencing on or about December 30, 2021. Each Unit consists of one Class A ordinary share and one-half On May 5 and May 8, 2023, the Company and the Sponsor entered into non-redemption “Non-Redemption “Non-Redeemed Non-Redemption Non-Redeemed Non-Redeemed On May 11, 2023, at an extraordinary general meeting of shareholders of the Company, the Company’s shareholders approved an amendment to the Articles to provide the Company with the right to extend the date by which the Company must consummate a Business Combination to November 16, 2023 (the “Extended Date”) (the “Initial Extension”) and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors, to elect to further extend the Extended Date in one-month the limitation that the Company shall not consummate a Business Combination unless the Company has net tangible assets of at least prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination. The Company’s shareholders also approved a proposal (the “Founder Share Amendment Proposal”) to provide for the right of a holder of the Founder Shares to convert such shares into Class A ordinary shares on a one-for-one Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately share, for an aggregate redemption amount of the satisfaction of such redemptions, the balance in the Company’s Trust Account is Following the approval of the proposals at the extraordinary general meeting of shareholders of the Company, the holders of the Founder Shares elected to convert all of the 8,433,333 Founder Shares into Class A ordinary shares. As a result of the redemptions described above and the conversion of the Founder Shares, there are an aggregate of 12,491,949 Class A ordinary shares outstanding, comprised of 2,952,616 Class A ordinary shares held by Public Shareholders, 1,106,000 Class A ordinary shares initially sold as part of the Private Placement Units issued to the Sponsor in connection with the IPO, and 8,433,333 Class A ordinary shares that were converted from the Founder Shares. Liquidity and Going Concern As of June 30, 2023, the Company had cash outside the Trust Account of $39,138 and working capital deficit of $3,109,297. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ordinary shares. As of June 30, 2023, none of the amounts in the Trust Account were available to be withdrawn as described above. Until the consummation of the IPO, the Company’s only source of liquidity was an initial purchase of Founder Shares by the Sponsor and a promissory note from the Sponsor. On November 16, 2021, the Company consummated the IPO of 25,300,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,300,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $253,000,000. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,106,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $11,060,000. The Company anticipates that the $39,138 outside of the Trust Account as of June 30, 2023, along with a potential loan(s) from the Sponsor, will not be sufficient to allow the Company to operate until November 16, 2023 (as may be further extended in accordance with the Extension), assuming that a Business Combination is not consummated during that time. The Company’s liquidity requirement, the date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Until the consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans from the Initial Shareholders, the Company’s officers and directors, or their respective affiliates, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company’s operations following the closing of the Initial Public Offering have been funded by the portion of the proceeds from the sale of Private Placement Warrants not held in the Trust Account. The Company may raise additional capital through loans or additional investments from the Sponsor or the Sponsor’s members. The Sponsor is not obligated to loan the Company additional funds or make additional investments, but may do so from time to time to meet the Company’s working capital needs. Management has determined that if the Company is unable to complete a Business Combination during the Combination Period, then the Company will cease all operations except for the purpose of liquidating. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2—SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023. The interim results for the three and 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. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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 unaudited condensed financial statements in conformity with GAAP requires 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 formulation 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. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023, and December 31, 2022. Cash and Investments Held in Trust Account As of June 30, 2023, the balance held in the Trust Account of $31,232,249 was held in United States Treasury securities. As of December 31, 2022, the balance held in the Trust Account of which $1,584 was held in cash and $261,998,590 was held in U.S. Treasury Bills. The Company classifies its United States Treasury securities, if any, as trading in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 320, “Investments-Debt and Equity Securities.” Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest and dividend income in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. Non-redemption Agreement On May 5 and May 8, 2023, the Sponsor entered into Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their shares in connection with the Special Meeting held on May 12, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 2,888,000 shares of Class A ordinary shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming Shareholders. The Company accounts for non-redemption agreements under the applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Management’s assessment considers whether the arrangements are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the arrangements meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of non-redemption agreement issuance and as of each subsequent quarterly period end date for which the number of shares due to be transferred under the agreement are possible but remain undetermined. As of June 30, 2023, the Non-Redemption liability consists of 606,480 shares with an estimated fair value of $304,453. Changes in the estimated fair value of the non-redemption agreements are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. The fair value of the non-redemption agreements was estimated using inputs such as the price of the underlying stick, the market interest rate, the likelihood of completion of a transaction and the time remaining to a possible transaction. Ordinary Shares Subject to Possible Redemption All of the 25,300,000 Public Shares contain a redemption feature which allows for their redemption 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 amended and restated memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, In accordance with the ASC 480-10-S99-3A, paid-in The Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 253,000,000 Less: Proceeds allocated to Public Warrants (14,294,500 ) Class A ordinary shares issuance costs (14,451,363 ) Plus: Accretion of carrying value to redemption value for the year ended December 31, 2022 37,646,076 Class A ordinary shares subject to possible redemption at December 31, 2022 261,900,213 Less: Class A ordinary shares redeemed from the Trust Account (235,015,086 ) Plus: Accretion of carrying value to redemption value for the six months ended June 30, 2023 4,247,122 Class A ordinary shares subject to possible redemption at June 30, 2023 $ 31,132,249 Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted; average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of C las For the three months ended June 30, 2023 For the three months ended June 30, 2022 For the six months ended June 30, 2023 For the six months ended June 30, 2022 Basic and diluted net income (loss) per share: Numerator: Class A Class B Class A Class B Class A Class B Class A Class B Allocation of net income (loss) including carrying value to redemption $ (775,993 ) $ (159,693 ) $ (160,168 ) $ (51,513 ) $ 988,878 $ 268,643 $ (479,666 ) $ (153,192 ) Denominator: Weighted average shares outstanding 18,913,819 3,892,308 26,406,000 8,433,333 22,639,213 6,150,276 26,406,000 8,433,333 Basic and diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ (0.01 ) $ (0.01 ) $ 0.04 $ 0.04 $ (0.02 ) $ (0.02 ) Offering Costs associated with the Initial Public Offering Deferred offering costs consist of professional fees incurred through the unaudited condensed balance sheet date that are directly related to the IPO. Offering costs amounting to $15,651,363 were charged to temporary shareholders’ equity upon the completion of the IPO. Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the unaudited condensed 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero Recent Accounting Pronouncements The Company’s management does not believe that any recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3—INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 25,300,000 Units (including 3,300,000 Units as part of the underwriters’ full exercise of the over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half Business Combination one year five years Business Combination |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Private Placement | NOTE 4—PRIVATE PLACEMENT On November 16, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale of 1,106,000 Private Placement Units in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $11,060,000 (the “Private Placement”). Each whole Private Placement Unit consists of one Class A ordinary share (each, a “Private Placement Share”) and one-half Business Combination |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5—RELATED PARTY TRANSACTIONS Founder Shares On September 3, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover formation costs in exchange for an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On November 10, 2021, the Company effected a share capitalization pursuant to which an additional 766,666 Founder Shares were issued to the Sponsor. All shares and associated amounts have been retroactively restated to reflect the share capitalization, resulting in an aggregate of 8,433,333 Founder Shares outstanding as of June 30, 2023 and December 31, 2022. As described in Note 1 no The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares until the earliest to occur of (i) (x) with respect to one-third Business Combination one-third 30-trading Business Combination one-third 30-trading Business Combination two years after the consummation of the initial Business Combination; and (iii) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Related Party Loans In order to finance transaction costs in connection with an intended initial 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 (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to of the Working Capital Loans may be convertible into units of the post-Business Combination entity at a price of per unit at the option of the lender. The units would be identical to the Private Placement Units. At June 30, 2023 and December 31, 2022 Due to Affiliate Affiliates of the Company advanced $88,196 for the cost of certain regulatory fees incurred by the Company. Management will reimburse this amount to the affiliate. At both . Sponsor of the Company advanced $108,333 for the cost of certain regulatory fees incurred by the Company. Management will reimburse this amount to the affiliate. At June 30, 2023, balance due to Sponsor totaled $108,333. Administrative Services Agreement On November 10, 2021, the Company entered into an agreement to pay the Sponsor (and/or its affiliates or designees) an aggregate of $20,000 per month for office space and, secretarial and administrative services. For both six months ended June 30, 2023 and 2022, the Company incurred $120,000 of administrative services under the arrangement. As of June 30, 2023, and December 31, 2022, amount s were in accrued expenses in the condensed balance sheets, respectively. Upon the earlier of the Company’s consummation of a Business Combination or its liquidation, the Company will cease paying these monthly fees. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6—COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 In February 2022, Russia commenced a military action against the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against Russia. The invasion of Ukraine may result in market volatility that could adversely affect the Company’s stock price and the Company’s search for a target company. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Registration Rights The holders of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants, the Class A ordinary shares underlying the Private Placement Warrants and Private Placement Units that may be issued upon conversion of the Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to the registration rights agreement signed on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination Underwriting Agreement The Company granted the underwriters of the IPO a 45-day The underwriters of the IPO received a cash underwriting discount of two percent (2%) of the gross proceeds of 20,000,000 of the Units sold in the IPO, or $4,000,000. The underwriters are entitled to deferred underwriting discounts of 2% of the gross proceeds of 2,000,000 Units, 3.5% of the gross proceeds of 22,000,000 Units, and 5.5% of the gross proceeds of all Units sold in the IPO ($9,915,000 in the aggregate) held in the Trust Account upon the completion of the initial Business Combination Advisors’ Agreement In connection with the IPO, the Company engaged Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), an affiliate of a passive member of the Sponsor, to provide consulting and advisory services in connection with the IPO, for which it received an advisory fee equal to 0.6% of the aggregate proceeds of the IPO. Affiliates of CCM have and manage investment vehicles with a passive investment in the Sponsor. Of such amount, $1,200,000 was paid at the closing of the IPO with the remainder deferred until the consummation of the Company’s initial Business Combination Business Combination Business Combination |
Shareholder's Deficit
Shareholder's Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Shareholder's Deficit | NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares – , respectively 6 Prior to their conversion into Class A ordinary shares, the Class B ordinary shares would have automatically converted into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on subject to adjustment for share splits, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares would have equaled, in the aggregate the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders and not including the Private Placement Shares), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Class B ordinary shares would never have occurred on a less than one-for-one Prior to the closing of the initial Business Combination, only holders of Founder Shares will have the right to vote on continuing the Company in a jurisdiction outside of the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). With respect to any other matter submitted to a vote of the Company’s shareholders prior to or in connection with the completion of the initial Business Combination, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the Public Shares will vote together as a single class, with each share entitling the holder to one vote. Warrants - If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares or Private Placement Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) (y) the aggregate gross proceeds from such issuances represent more than % of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20-trading day-period starting on the trading day after the day on which the Company consummates the initial B C per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, and the $ per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price. The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire five years completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares 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 Class A ordinary shares underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a Warrant unless the Class A ordinary share 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. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Warrant will have paid the full purchase price for the Unit solely for the Class A ordinary share underlying such Unit. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants for cash: • in whole and not in part; • at a price of $ 0.01 • upon a minimum of 30 days’ prior written notice of redemption (the “ 30 if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination 30-trading day-period If the Company calls the Warrants for redemption as described above, the management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their Warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of Warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the Warrants. In such event, each holder would pay the exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the Warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. The Private Placement Warrants, as well as any Warrants underlying additional units the Company may issue upon the conversion of Working Capital Loans, are identical to the Public Warrants. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 — FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. Transfers between fair value levels are recorded at the end of each reporting period. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at 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: Description Level June 30, 2023 Level December 31, 2022 Investments held in Trust Account – United States Treasury securities — 1 $ 261,998,590 Investments held in Trust Account – Treasury Trust Fund 1 $ 31,232,249 — Non-redemption agreement derivative liability 3 $ 304,453 — Non-redemption Agreements The non-redemption agreements are classified as Level 3. The key inputs into the discounted cash flow method for the Non-redemption Agreements were as follows at June 30, 2023: Input June 30, 2023 Expected term (years) .80 Probability of completion of a business combination 5 % Discount rate 8.25 % Fair value of the ordinary share price $ 10.48 The following table presents the changes in the fair value of the derivative Non-redemption liabilities: Fair value as of January 1, 2023 $ — Issuance of Non-redemption Agreements 587,145 Reclassification of Non-redemption Agreements to additional paid in capital (293,572 ) Change in fair value of derivative warrant liabilities 10,880 Fair value as of June 30, 2023 $ 304,453 At 235,015,086 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9—SUBSEQUENT EVENTS On August 17, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) pursuant to which the Company will engage in a business combination transaction with Nuvo Group Ltd., a limited liability company organized under the State of Israel (“Nuvo”) (the “Nuvo Transaction”). The public company ultimately resulting from the completion of the Nuvo Transaction will be Holdco Nuvo Group D.G. Ltd., a limited liability company organized under the laws of the State of Israel (“Holdco”). The parties to the Business Combination Agreement are the Company, Nuvo, Holdco, Nuvo Assetco Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Holdco, and H.F.N. Insight Merger Company Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of the Company. The Nuvo Transaction is expected to close in the first quarter of 2024 and is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties as set forth in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, the Company entered into (a) a sponsor support agreement with the Sponsor and other Company insiders party thereto (the “Sponsor Parties”), Holdco, and Nuvo, pursuant to which the Sponsor Parties agreed to vote in favor of the adoption and approval of the Nuvo Transaction, be bound by certain other covenants and agreements related to the Nuvo Transaction, be bound by certain transfer restrictions with respect to their securities of the Company during the pendency of the Nuvo Transaction, and not redeem any Class A ordinary shares in connection with the Nuvo Transaction; and (b) a shareholder support agreement with Nuvo, Holdco and certain shareholders of Nuvo (“Nuvo Shareholders”), pursuant to which Nuvo Shareholders agreed, among other things, to vote in favor of the adoption and approval of the Nuvo Transaction, be bound by certain other covenants and agreements related to the Nuvo Transaction and be bound by certain transfer restrictions with respect to their Nuvo securities during the pendency of the Nuvo Transaction. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X presented. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023. The interim results for the three and 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. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. 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 unaudited condensed financial statements in conformity with GAAP requires 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. 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 formulation 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. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023, and December 31, 2022. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account As of June 30, 2023, the balance held in the Trust Account of $31,232,249 was held in United States Treasury securities. As of December 31, 2022, the balance held in the Trust Account of which $1,584 was held in cash and $261,998,590 was held in U.S. Treasury Bills. The Company classifies its United States Treasury securities, if any, as trading in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 320, “Investments-Debt and Equity Securities.” Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest and dividend income in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000, and investments held in Trust Account. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows. |
Non-redemption Agreement | Non-redemption Agreement On May 5 and May 8, 2023, the Sponsor entered into Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their shares in connection with the Special Meeting held on May 12, 2023, but still retained their right to redeem in connection with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 2,888,000 shares of Class A ordinary shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming Shareholders. The Company accounts for non-redemption agreements under the applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Management’s assessment considers whether the arrangements are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the arrangements meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of non-redemption agreement issuance and as of each subsequent quarterly period end date for which the number of shares due to be transferred under the agreement are possible but remain undetermined. As of June 30, 2023, the Non-Redemption liability consists of 606,480 shares with an estimated fair value of $304,453. Changes in the estimated fair value of the non-redemption agreements are recognized as a non-cash gain or loss on the unaudited condensed statements of operations. The fair value of the non-redemption agreements was estimated using inputs such as the price of the underlying stick, the market interest rate, the likelihood of completion of a transaction and the time remaining to a possible transaction. Ordinary Shares Subject to Possible Redemption |
Ordinary Shares Subject to Possible Redemption | All of the 25,300,000 Public Shares contain a redemption feature which allows for their redemption 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 amended and restated memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, In accordance with the ASC 480-10-S99-3A, paid-in The Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 253,000,000 Less: Proceeds allocated to Public Warrants (14,294,500 ) Class A ordinary shares issuance costs (14,451,363 ) Plus: Accretion of carrying value to redemption value for the year ended December 31, 2022 37,646,076 Class A ordinary shares subject to possible redemption at December 31, 2022 261,900,213 Less: Class A ordinary shares redeemed from the Trust Account (235,015,086 ) Plus: Accretion of carrying value to redemption value for the six months ended June 30, 2023 4,247,122 Class A ordinary shares subject to possible redemption at June 30, 2023 $ 31,132,249 |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted; average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of C las For the three months ended June 30, 2023 For the three months ended June 30, 2022 For the six months ended June 30, 2023 For the six months ended June 30, 2022 Basic and diluted net income (loss) per share: Numerator: Class A Class B Class A Class B Class A Class B Class A Class B Allocation of net income (loss) including carrying value to redemption $ (775,993 ) $ (159,693 ) $ (160,168 ) $ (51,513 ) $ 988,878 $ 268,643 $ (479,666 ) $ (153,192 ) Denominator: Weighted average shares outstanding 18,913,819 3,892,308 26,406,000 8,433,333 22,639,213 6,150,276 26,406,000 8,433,333 Basic and diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ (0.01 ) $ (0.01 ) $ 0.04 $ 0.04 $ (0.02 ) $ (0.02 ) |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Deferred offering costs consist of professional fees incurred through the unaudited condensed balance sheet date that are directly related to the IPO. Offering costs amounting to $15,651,363 were charged to temporary shareholders’ equity upon the completion of the IPO. |
Income Taxes | Income Taxes ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the unaudited condensed 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’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the SEC if currently adopted, would have a material impact on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of the Class A Ordinary Shares Reflected on the Balance Sheet | The Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 253,000,000 Less: Proceeds allocated to Public Warrants (14,294,500 ) Class A ordinary shares issuance costs (14,451,363 ) Plus: Accretion of carrying value to redemption value for the year ended December 31, 2022 37,646,076 Class A ordinary shares subject to possible redemption at December 31, 2022 261,900,213 Less: Class A ordinary shares redeemed from the Trust Account (235,015,086 ) Plus: Accretion of carrying value to redemption value for the six months ended June 30, 2023 4,247,122 Class A ordinary shares subject to possible redemption at June 30, 2023 $ 31,132,249 |
Schedule of basic and diluted net income (loss) per common share | For the three months ended June 30, 2023 For the three months ended June 30, 2022 For the six months ended June 30, 2023 For the six months ended June 30, 2022 Basic and diluted net income (loss) per share: Numerator: Class A Class B Class A Class B Class A Class B Class A Class B Allocation of net income (loss) including carrying value to redemption $ (775,993 ) $ (159,693 ) $ (160,168 ) $ (51,513 ) $ 988,878 $ 268,643 $ (479,666 ) $ (153,192 ) Denominator: Weighted average shares outstanding 18,913,819 3,892,308 26,406,000 8,433,333 22,639,213 6,150,276 26,406,000 8,433,333 Basic and diluted net income (loss) per share $ (0.04 ) $ (0.04 ) $ (0.01 ) $ (0.01 ) $ 0.04 $ 0.04 $ (0.02 ) $ (0.02 ) |
Fair Value Measurement (Table)
Fair Value Measurement (Table) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Shedule of Company's assets and liabilities that are measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at 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: Description Level June 30, 2023 Level December 31, 2022 Investments held in Trust Account – United States Treasury securities — 1 $ 261,998,590 Investments held in Trust Account – Treasury Trust Fund 1 $ 31,232,249 — Non-redemption agreement derivative liability 3 $ 304,453 — |
Schedule of fair value concentration of risk | The non-redemption agreements are classified as Level 3. The key inputs into the discounted cash flow method for the Non-redemption Agreements were as follows at June 30, 2023: Input June 30, 2023 Expected term (years) .80 Probability of completion of a business combination 5 % Discount rate 8.25 % Fair value of the ordinary share price $ 10.48 |
Schedule of derivative liabilities at fair value | The following table presents the changes in the fair value of the derivative Non-redemption liabilities: Fair value as of January 1, 2023 $ — Issuance of Non-redemption Agreements 587,145 Reclassification of Non-redemption Agreements to additional paid in capital (293,572 ) Change in fair value of derivative warrant liabilities 10,880 Fair value as of June 30, 2023 $ 304,453 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
May 11, 2023 | Nov. 16, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | May 08, 2023 | |
Date of incorporation | Jul. 20, 2021 | |||||
Shares issued price per share | $ 10 | |||||
Proceeds from initial public offering | $ 253,000,000 | |||||
Proceeds from private placement | 11,060,000 | |||||
Adjustment to additional paid in capital stock issuance costs | 15,651,363 | |||||
Payment of cash underwriting discount | 4,000,000 | |||||
Deferred underwriting fees payable | 9,915,000 | |||||
Other offering costs | 1,736,363 | |||||
Minimum networth needed post combination | $ 5,000,001 | $ 5,000,001 | ||||
Percentage of the total public shares transferrable | 15% | |||||
Percentage of public shares due to be redeemed on non occurrence of business combination | 100% | |||||
Number of business days after the expiry date within which public shares shall be redeemed | 10 days | |||||
Estimated liquidation expenses payable | $ 100,000 | |||||
Payment to acquire restricted investments | 0 | $ 258,137,172 | ||||
Cash outside the Trust Account | 39,138 | $ 268,199 | ||||
Working capital | 3,109,297 | |||||
Minimum networth needed pre business combination | $ 5,000,001 | |||||
Temporary equity stock redeemed during the period shares | 22,347,384 | |||||
Funds withdrawn from Trust account in connection with redemption per public share | $ 10.52 | |||||
Funds withdrawn from Trust account in connection with redemption | $ 235,015,086 | |||||
Assets Held-in-trust, Noncurrent | $ 31,232,249 | $ 31,232,249 | $ 262,000,174 | |||
Maximum [Member] | ||||||
Per share amount to be maintained in the trust account | $ 10.2 | |||||
Minimum [Member] | ||||||
Per share amount to be maintained in the trust account | $ 10.2 | |||||
Minimum [Member] | Condition To Effect Business Combination [Member] | ||||||
Percentage of the fair value of the amount held in trust account excluding deferred underwriting commissions and income taxes | 80% | |||||
Redemption value per share,common stock | $ 10.2 | |||||
Minimum [Member] | Condition To Effect Business Combination [Member] | Business Combination [Member] | ||||||
Equity method investment ownership percentage | 50% | |||||
Underwriting Agreement [Member] | ||||||
Payment of cash underwriting discount | 4,000,000 | |||||
Deferred underwriting fees payable | $ 9,915,000 | |||||
Non redemption agreements [Member] | ||||||
Aggregate non redemable shares | 2,888,000 | |||||
Non redemption agreements [Member] | Initial Extension [Member] | ||||||
Percentage of non redeemed share | 21% | |||||
Non redemption agreements [Member] | Additional Monthly Extension [Member] | ||||||
Percentage of non redeemed share | 3.50% | |||||
Founder [Member] | ||||||
Common stock shares outstanding | 8,433,333 | 8,433,333 | ||||
Founder [Member] | Non redemption agreements [Member] | ||||||
Shares issued | 1,212,960 | |||||
Founder [Member] | Non redemption agreements [Member] | Initial Extension [Member] | ||||||
Shares issued | 606,480 | |||||
Founder [Member] | Non redemption agreements [Member] | Additional Monthly Extension [Member] | ||||||
Shares issued | 101,080 | |||||
Public Shareholders [Member] | ||||||
Common stock shares outstanding | 12,491,949 | |||||
IPO [Member] | ||||||
Shares issued price per share | $ 10 | |||||
Payment to acquire restricted investments | $ 258,060,000 | |||||
Share Price | $ 10.2 | |||||
Private Placement [Member] | ||||||
Stock issued during the period shares new issues | 1,106,000 | |||||
Shares issued price per share | $ 10 | |||||
Proceeds from private placement | $ 11,060,000 | |||||
Private Placement [Member] | Sponsor [Member] | ||||||
Stock issued during the period shares new issues | 25,300,000 | |||||
Shares issued price per share | $ 10 | |||||
Over-Allotment Option [Member] | ||||||
Stock issued during the period shares new issues | 3,300,000 | |||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||||
Stock issued during the period shares new issues | 3,300,000 | |||||
Common Class A [Member] | ||||||
Proceeds from initial public offering | $ 253,000,000 | |||||
Temporary equity par or stated value per share | $ 0.0001 | |||||
Temporary equity stock redeemed during the period shares | 22,347,384 | |||||
Common stock shares outstanding | 9,539,333 | 1,106,000 | ||||
Common Class A [Member] | Public Shareholders [Member] | ||||||
Common stock shares outstanding | 2,952,616 | |||||
Common Class A [Member] | Private Placement [Member] | ||||||
Common stock shares outstanding | 1,106,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | ||||
Nov. 16, 2021 | Jun. 30, 2023 | May 12, 2023 | May 11, 2023 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||||
Cash equivalents | $ 0 | $ 0 | |||
Adjustment to additional paid in capital stock issuance costs | $ 15,651,363 | ||||
Income tax expense benefit | 0 | ||||
Cash, FDIC Insured Amount | 250,000 | ||||
Assets Held-in-trust, Noncurrent | 31,232,249 | $ 31,232,249 | 262,000,174 | ||
Non-redemption liability | 304,453 | 0 | |||
Non Redemption Agreement [Member] | |||||
Accounting Policies [Line Items] | |||||
Number of holders of shares who accepted non-redemption agreement | 2,888,000 | ||||
Non-redemption liability | $ 304,453 | ||||
Estimated fair value of non redemption liability | 606,480 | ||||
Cash [Member] | |||||
Accounting Policies [Line Items] | |||||
Assets Held-in-trust, Noncurrent | 1,584 | ||||
US Treasury Securities [Member] | |||||
Accounting Policies [Line Items] | |||||
Assets Held-in-trust, Noncurrent | $ 31,232,249 | $ 261,998,590 | |||
Maximum [Member] | |||||
Accounting Policies [Line Items] | |||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 25,300,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of the Class A Ordinary Shares Reflected on the Balance Sheet (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Nov. 16, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||
Gross proceeds from IPO | $ 253,000,000 | ||
Class A ordinary shares subject to possible redemption | $ 31,132,249 | $ 261,900,213 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds from IPO | 253,000,000 | ||
Proceeds allocated to Public Warrants | (14,294,500) | ||
Class A ordinary shares issuance costs | (14,451,363) | ||
Less: Class A Ordinary shares redeemed from the Trust Account | (235,015,086) | ||
Accretion of carrying value to redemption value | 4,247,122 | 37,646,076 | |
Class A ordinary shares subject to possible redemption | $ 31,132,249 | $ 261,900,213 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Schedule of basic and diluted net income (loss) per common share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Allocation of net income (loss) including carrying value to redemption | $ (775,993) | $ (160,168) | $ 988,878 | $ (479,666) |
Earnings per share, basic | $ (0.04) | $ (0.01) | $ 0.04 | $ (0.02) |
Earnings per share diluted | $ (0.04) | $ (0.01) | $ 0.04 | $ (0.02) |
Weighted Average Number of Shares Outstanding, Basic | 18,913,819 | 26,406,000 | 22,639,213 | 26,406,000 |
Weighted Average Number of Shares Outstanding, Diluted | 18,913,819 | 26,406,000 | 22,639,213 | 26,406,000 |
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Allocation of net income (loss) including carrying value to redemption | $ (159,693) | $ (51,513) | $ 268,643 | $ (153,192) |
Earnings per share, basic | $ (0.04) | $ (0.01) | $ 0.04 | $ (0.02) |
Earnings per share diluted | $ (0.04) | $ (0.01) | $ 0.04 | $ (0.02) |
Weighted Average Number of Shares Outstanding, Basic | 3,892,308 | 8,433,333 | 6,150,276 | 8,433,333 |
Weighted Average Number of Shares Outstanding, Diluted | 3,892,308 | 8,433,333 | 6,150,276 | 8,433,333 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 6 Months Ended | |
Nov. 16, 2021 | Jun. 30, 2023 | |
Disclosure Of Initial Public Offering [Line Items] | ||
Shares issued price per share | $ 10 | |
Warrants and Rights Outstanding, Term | 5 years | |
Public Warrants [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Class of warrants or rights exercise price per share | $ 11.5 | $ 11.5 |
IPO Including Over Allotment [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Stock issued during the period shares new issues | 25,300,000 | |
Over-Allotment Option [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Stock issued during the period shares new issues | 3,300,000 | |
IPO [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Shares issued price per share | $ 10 | |
Class Of Warrants and Rights Exercisable after the completion of our initial business combination | 30 days | |
IPO [Member] | Minimum [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Warrants and Rights Outstanding, Term | 1 year | |
IPO [Member] | Maximum [Member] | ||
Disclosure Of Initial Public Offering [Line Items] | ||
Warrants and Rights Outstanding, Term | 5 years |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Nov. 16, 2021 | Jun. 30, 2023 | |
Disclosure Of Private Placement [Line Items] | ||
Shares issued price per share | $ 10 | |
Proceeds from private placement | $ 11,060,000 | |
Private Placement [Member] | ||
Disclosure Of Private Placement [Line Items] | ||
Stock issued during the period shares new issues | 1,106,000 | |
Shares issued price per share | $ 10 | |
Proceeds from private placement | $ 11,060,000 | |
Class of warrants or rights exercise price per share | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 6 Months Ended | ||||||
May 11, 2023 | Nov. 10, 2021 | Sep. 03, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Nov. 16, 2021 | |
Related Party Transaction [Line Items] | |||||||
Shares issued price per share | $ 10 | ||||||
Accounts payable to related parties current | $ 88,196 | $ 88,196 | |||||
Founder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares outstanding | 8,433,333 | 8,433,333 | |||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related party | $ 108,333 | $ 0 | |||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Working Capital Loans Convertible Into Equity Warrants Value | $ 1,200,000 | ||||||
Working capital loans conversion price | $ 10 | ||||||
Bank overdraft | $ 0 | $ 0 | |||||
Sponsor [Member] | Administrative Support Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | 120,000 | $ 120,000 | |||||
Due to related party | $ 40,000 | $ 0 | |||||
Affiliate Of Sponsor [Member] | Administrative Support Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction amounts of transaction | $ 20,000 | ||||||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Common stock shares outstanding | 9,539,333 | 1,106,000 | |||||
Common Class A [Member] | Conversion of Class B Commonstock to Class A Commonstock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of stock, shares issued | 8,433,333 | ||||||
Common Class A [Member] | Founder [Member] | Share Tranche Two [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share price | $ 12 | ||||||
Number of days post business combination for determining the share price | 20 days | ||||||
Number of consecutive trading days post business combination for determining the share price | 30 days | ||||||
Common Class A [Member] | Founder [Member] | Share Tranche Three [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Share price | $ 15 | ||||||
Number of days post business combination for determining the share price | 20 days | ||||||
Number of consecutive trading days post business combination for determining the share price | 30 days | ||||||
Common Class A [Member] | Founder [Member] | After The Consummation Of Business Combination [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lock in period of shares | 2 years | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during the period for services value | $ 25,000 | ||||||
Shares issued price per share | $ 0.003 | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock shares outstanding | 0 | 0 | 8,433,333 | ||||
Common Class B [Member] | Conversion of Class B Commonstock to Class A Commonstock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion of stock, shares converted | 8,433,333 | ||||||
Common Class B [Member] | Founder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during the period for services shares | 7,666,667 | ||||||
Share Capitalization [Member] | Common Class B [Member] | Founder [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during the period for services shares | 766,666 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Nov. 16, 2021 | Jun. 30, 2023 | |
Other Commitments [Line Items] | |||
Payment of cash underwriting discount | $ 4,000,000 | ||
Deferred underwriting fees payable | $ 9,915,000 | ||
Underwriting Agreement [Member] | |||
Other Commitments [Line Items] | |||
Underwriting discount as a percentage of units sold in public offer | (2.00%) | ||
Deferred underwriting discount as a percentage of number of units sold | 2% | ||
Deferred underwriting discount as a percentage of number of units sold one | 3.50% | ||
Aggregate deferred underwriting discount as a percentage of number of units sold | 5.50% | ||
Number of units sold pursuant to public offer used as a base for calculating underwriting discount | 20,000,000 | ||
Number of units sold pursuant to public offer used as a base for calculating deferred underwriting discount | 2,000,000 | ||
Payment of cash underwriting discount | $ 4,000,000 | ||
Deferred underwriting fees payable | $ 9,915,000 | ||
Number Of Units Sold Pursuant To Public Offer Used As A Base For Calculating Deferred Underwriting Discount One | 22,000,000 | ||
Consulting and Advisory Agreement [Member] | |||
Other Commitments [Line Items] | |||
Underwriting Expense Paid | $ | $ 1,200,000 | ||
Reimbursement of underwriting fees at the time of closing of the IPO | 1,175,000 | ||
Reimbursement of underwriting legal fees part of the offering costs | $ 25,000 | ||
Consulting and Advisory Agreement [Member] | Maximum [Member] | |||
Other Commitments [Line Items] | |||
Underwriting Consulting Fee Percentage | 1.05% | ||
Consulting and Advisory Agreement [Member] | Minimum [Member] | |||
Other Commitments [Line Items] | |||
Underwriting Consulting Fee Percentage | 0.60% | ||
Over-Allotment Option [Member] | |||
Other Commitments [Line Items] | |||
Overallotment Option Vesting Period | 45 days | ||
Stock issued during the period shares | 3,300,000 | ||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||
Other Commitments [Line Items] | |||
Stock issued during the period shares | 3,300,000 |
Shareholder's Deficit - Additio
Shareholder's Deficit - Additional Information (Detail) - USD ($) | 6 Months Ended | |||||
Jun. 30, 2023 | May 11, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Nov. 16, 2021 | Sep. 03, 2021 | |
Class of Stock [Line Items] | ||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares issued | 0 | 0 | 0 | |||
Preferred stock shares outstanding | 0 | 0 | 0 | |||
Shares issued price per share | $ 10 | |||||
Number of days after the consummation of business combination for warrants to be excercised | 30 days | |||||
Class of warrants or rights maturity | 5 years | 5 years | ||||
Class of warrants or rights redemption price per unit | $ 0.01 | $ 0.01 | ||||
Minimum notice period to be given to holders of warrants prior to redemption | 30 days | |||||
Number of trading days for determning the excercie price of warrants | 10 days | |||||
Deferred Advisory Fee Payable | $ 2,974,500 | $ 2,974,500 | ||||
Conversion of Class B Commonstock to Class A Commonstock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of Stock, Description | one-for-one basis | |||||
Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights exercise price | $ 11.5 | $ 11.5 | $ 11.5 | |||
Public Warrants [Member] | Share Price Trigerring The Redemption Of Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price | 18 | 18 | ||||
Number of trading days for determining the share price | 20 days | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued price per share | $ 9.2 | $ 9.2 | ||||
Adjusted percentage of exercise price of warrants | 115% | 115% | ||||
Share price | $ 18 | $ 18 | ||||
Adjusted percentage of redemption trigger price of shares | 180% | 180% | ||||
Founder [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares outstanding | 8,433,333 | 8,433,333 | 8,433,333 | |||
Minimum [Member] | Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of proceeds from equity issuance used or to be used for business combination | 60% | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 9,539,333 | 1,106,000 | 9,539,333 | |||
Common stock shares outstanding | 9,539,333 | 1,106,000 | 9,539,333 | |||
Common Class A [Member] | Conversion of Class B Commonstock to Class A Commonstock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock, shares issued | 8,433,333 | |||||
Common Class A [Member] | Public Warrants [Member] | Prospective Event Trigeering Adjustment To Exercise Price Of Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of trading days for determining the volume weighted average share price | 20 days | |||||
Volume weighted average share price | $ 9.2 | |||||
Common Class A [Member] | Maximum [Member] | Founder [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of outstanding shares after conversion from one class to another | 25% | 25% | ||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares issued | 0 | 8,433,333 | 0 | |||
Common stock shares outstanding | 0 | 0 | 8,433,333 | 0 | ||
Shares issued price per share | $ 0.003 | |||||
Common Class B [Member] | Conversion of Class B Commonstock to Class A Commonstock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Conversion of stock, shares converted | 8,433,333 |
Fair Value Measurement - Shedul
Fair Value Measurement - Shedule of Company's assets and liabilities that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 3 [Member] | Non Redemption Agreement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 304,453 | $ 0 |
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 0 | 261,998,590 |
Blackrock Liquidity Funds And Treasury Trust Fund [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 31,232,249 | $ 0 |
Fair Value Measurement -Schedul
Fair Value Measurement -Schedule of fair value concentration of risk (Detail) - Fair Value, Inputs, Level 3 [Member] - Non redemption agreements [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected term (years) | 9 months 18 days |
Probability of completion of a business combination | 5% |
Discount rate | 8.25% |
Fair value of the ordinary share price | $ 10.48 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of derivative liabilities at fair value (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Reclassification of Non-redemption Agreements to additional paid in capital | $ 293,572 | |||
Change in fair value of derivative warrant liabilities | (10,880) | $ 0 | $ (10,880) | $ 0 |
Non Redemption Agreement [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value as of January 1, 2023 | 0 | |||
Issuance of Non-redemption Agreements | 587,145 | |||
Reclassification of Non-redemption Agreements to additional paid in capital | (293,572) | |||
Change in fair value of derivative warrant liabilities | 10,880 | |||
Fair value as of June 30, 2023 | $ 304,453 | $ 304,453 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 11, 2023 | Dec. 31, 2022 | |
Cash and Investments in Trust Account | $ 31,232,249 | $ 31,232,249 | $ 31,232,249 | $ 262,000,174 | |||
Proceeds from withdrawal of interest income from the restricted investments | 0 | $ 0 | 0 | $ 0 | |||
Proceeds from Sale of Restricted Investments | $ 235,015,086 | ||||||
Class A ordinary shares | |||||||
Proceeds from withdrawal of interest income from the restricted investments | $ 235,015,086 | ||||||
US Treasury Securities [Member] | |||||||
Cash and Investments in Trust Account | 261,998,590 | ||||||
Cash [Member] | |||||||
Cash and Investments in Trust Account | $ 1,584 | ||||||
Blackrock Liquidity Funds And Treasury Trust Fund [Member] | |||||||
Cash and Investments in Trust Account | $ 31,232,249 | $ 31,232,249 |