Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | CARTESIAN GROWTH CORPORATION II | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001889112 | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Current Reporting Status | Yes | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-41378 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 505 Fifth Avenue | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10017 | |
City Area Code | 212 | |
Local Phone Number | 461-6363 | |
Class A Ordinary Shares [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | RENE | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,000,000 | |
Class B Ordinary shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Capital Units | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share and one-third of one Warrant | |
Trading Symbol | RENEU | |
Security Exchange Name | NASDAQ | |
Warrant | ||
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 $11.50 | |
Trading Symbol | RENEW | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 217,633 | $ 543,667 |
Prepaid expenses | 164,398 | 306,733 |
Total Current assets | 382,031 | 850,400 |
Cash and marketable securities held in Trust Account | 245,473,659 | 239,745,907 |
TOTAL ASSETS | 245,855,690 | 240,596,307 |
Current liabilities | ||
Accrued expenses | 301,318 | 148,911 |
Accrued offering costs | 0 | 70,000 |
Total Current liabilities | 301,318 | 218,911 |
Warrant liabilities | 2,660,664 | 3,826,696 |
Convertible promissory note – related party, at fair value | 2,255,967 | 3,342,932 |
Deferred underwriting fee | 11,500,000 | 11,500,000 |
TOTAL LIABILITIES | 16,717,949 | 18,888,539 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
Class A ordinary shares subject to possible redemption 23,000,000 shares at redemption value of $10.67 and $10.42, respectively, per share at June 30, 2023 and December 31, 2022 | 245,473,659 | 239,745,907 |
SHAREHOLDERS' DEFICIT | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding23,000,000 subject to possible redemption) at June 30, 2023 and December 31, 2022 | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding at June 30, 2023 and December 31, 2022 | 575 | 575 |
Additional paid-in capital | 0 | |
Accumulated deficit | (16,336,493) | (18,038,714) |
TOTAL SHAREHOLDERS' DEFICIT | (16,335,918) | (18,038,139) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 245,855,690 | $ 240,596,307 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Ordinary shares subject to possible redemption | 23,000,000 | 23,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, issued | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 |
Temporary equity redemption price | $ 10.67 | $ 10.42 |
Class B Ordinary shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 5,750,000 | 5,750,000 |
Ordinary shares, outstanding | 5,750,000 | 5,750,000 |
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 | |
Income Statement [Abstract] | ||||
Operating and formation costs | $ 311,461 | $ 225,391 | $ 550,776 | $ 225,391 |
Loss from operations | (311,461) | (225,391) | (550,776) | (225,391) |
Other income (expense): | ||||
Change in fair value of warrant liabilities | 102,116 | (412,792) | 1,166,032 | (412,792) |
Change in fair value of convertible promissory note – related party | 1,102,927 | 434,451 | 1,086,965 | 434,451 |
Transaction costs allocated to warrant liabilities | 0 | (195,984) | 0 | (195,984) |
Interest earned on cash and marketable securities held in Trust Account | 2,825,634 | 14,324 | 5,727,752 | 14,324 |
Total other income (expense), net | 4,030,677 | (160,001) | 7,980,749 | (160,001) |
Net income (loss) | $ 3,719,216 | $ (385,392) | $ 7,429,973 | $ (385,392) |
Basic weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 23,000,000 | 13,142,857 | 23,000,000 | 6,607,735 |
Diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | 23,000,000 | 13,142,857 | 23,000,000 | 6,607,735 |
Basic net income per ordinary share, shares subject to possible redemption | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Diluted net income per ordinary share, shares subject to possible redemption | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Basic weighted average shares outstanding, Non-redeemable Class B ordinary shares | 5,750,000 | 5,420,330 | 5,750,000 | 5,212,500 |
Diluted weighted average shares outstanding, Non-redeemable Class B ordinary shares | 5,750,000 | 5,420,330 | 5,750,000 | 5,212,500 |
Basic net income per share, non-redeemable Class B ordinary shares | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Diluted net income per share, non-redeemable Class B ordinary shares | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Ordinary shares [Member] Class A Ordinary Shares [Member] | Ordinary shares [Member] Class B Ordinary shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ 21,273 | $ 0 | $ 575 | $ 24,425 | $ (3,727) |
Beginning Balance (in Shares) at Dec. 31, 2021 | 0 | 5,750,000 | |||
Net income (loss) | (385,392) | ||||
Ending Balance at Jun. 30, 2022 | (20,520,455) | $ 575 | 0 | (20,521,030) | |
Ending Balance (in Shares) at Jun. 30, 2022 | 0 | 5,750,000 | |||
Beginning Balance at Mar. 31, 2022 | 21,273 | $ 0 | $ 575 | 24,425 | (3,727) |
Beginning Balance (in Shares) at Mar. 31, 2022 | 0 | 5,750,000 | |||
Remeasurement for Class A ordinary shares to redemption amount | (26,083,736) | $ 0 | $ 0 | (5,951,825) | (20,131,911) |
Sale of 8,900,000 Private Placement Warrants | 5,927,400 | 5,927,400 | |||
Net income (loss) | |||||
Ending Balance at Jun. 30, 2022 | (20,520,455) | $ 575 | 0 | (20,521,030) | |
Ending Balance (in Shares) at Jun. 30, 2022 | 0 | 5,750,000 | |||
Beginning Balance at Dec. 31, 2022 | (18,038,139) | $ 0 | $ 575 | 0 | (18,038,714) |
Beginning Balance (in Shares) at Dec. 31, 2022 | 0 | 5,750,000 | |||
Remeasurement for Class A ordinary shares to redemption amount | (2,902,118) | $ 0 | $ 0 | 0 | (2,902,118) |
Net income (loss) | 3,710,757 | 0 | 0 | 0 | 3,710,757 |
Ending Balance at Mar. 31, 2023 | (17,229,500) | $ 0 | $ 575 | 0 | (17,230,075) |
Ending Balance (in Shares) at Mar. 31, 2023 | 0 | 5,750,000 | |||
Beginning Balance at Dec. 31, 2022 | (18,038,139) | $ 0 | $ 575 | 0 | (18,038,714) |
Beginning Balance (in Shares) at Dec. 31, 2022 | 0 | 5,750,000 | |||
Net income (loss) | 7,429,973 | ||||
Ending Balance at Jun. 30, 2023 | (16,335,918) | $ 0 | $ 575 | 0 | (16,336,493) |
Ending Balance (in Shares) at Jun. 30, 2023 | 0 | 5,750,000 | |||
Beginning Balance at Mar. 31, 2023 | (17,229,500) | $ 0 | $ 575 | 0 | (17,230,075) |
Beginning Balance (in Shares) at Mar. 31, 2023 | 0 | 5,750,000 | |||
Remeasurement for Class A ordinary shares to redemption amount | (2,825,634) | $ 0 | $ 0 | 0 | (2,825,634) |
Net income (loss) | 3,719,216 | 0 | 0 | 0 | 3,719,216 |
Ending Balance at Jun. 30, 2023 | $ (16,335,918) | $ 0 | $ 575 | $ 0 | $ (16,336,493) |
Ending Balance (in Shares) at Jun. 30, 2023 | 0 | 5,750,000 |
Condensed Statements of Chang_2
Condensed Statements of Changes in Shareholders' (Deficit) Equity (Parenthetical) | 3 Months Ended |
Jun. 30, 2023 shares | |
Private Placement Warrants | |
Private placement warrants | 8,900,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 7,429,973 | $ (385,392) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on cash and marketable securities held in Trust Account | (5,727,752) | (14,324) |
Transaction costs | 0 | 195,984 |
Change in fair value of convertible promissory note – related party | (1,086,965) | (434,451) |
Change in fair value of warrant liabilities | (1,166,032) | 412,792 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 142,335 | (505,943) |
Accrued expenses | 152,407 | 153,639 |
Net cash used in operating activities | (256,034) | (577,695) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | 0 | (236,900,000) |
Net cash used in investing activities | 0 | (236,900,000) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting commissions paid | 0 | 225,400,000 |
Proceeds from sale of Private Placement warrants | 0 | 8,900,000 |
Proceeds from promissory note – related party | 0 | 77,944 |
Repayment of promissory note – related party | 0 | (216,405) |
Proceeds from convertible promissory note – related party | 0 | 4,600,000 |
Payment of offering costs | (70,000) | (469,674) |
Net cash (used in) provided by financing activities | (70,000) | 238,291,865 |
Net Change in Cash | (326,034) | 814,170 |
Cash – Beginning of period | 543,667 | 0 |
Cash – End of period | 217,633 | 814,170 |
Non-Cash investing and financing activities: | ||
Offering costs included in accrued offering costs | 0 | 75,320 |
Remeasurement of Class A ordinary shares subject to possible redemption | 5,727,752 | 26,083,736 |
Deferred offering costs included in accrued offering costs | $ 0 | $ 11,500,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cartesian Growth Corporation II (the “Company”) was incorporated as a Cayman Islands exempted company on October 13, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”). As of June 30, 2023, the Company had not commenced any operations. All activity for the period from October 13, 2021 (inception) through June 30, 2023 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. 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 The Company’s Sponsor is CGC II Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). On May 10, 2022, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units”), which includes the issuance of 3,000,000 Units as a result of the underwriters’ full exercise of their overallotment option, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. Each Unit consists of one Class A ordinary share of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”) and one-third S-1(File No. 333-261866) Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (the “Private Placement Warrants”), each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, Cantor Fitzgerald & Co. and Piper Sandler & Co., generating gross proceeds of $8,900,000, which is discussed in Note 4. Simultaneously with the consummation of the Initial Public Offering, the Sponsor loaned the Company $4,600,000, pursuant to a promissory note at no interest (the “Sponsor Loan”). The Sponsor Loan will be repaid or converted into sponsor loan warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per Sponsor Loan Warrant, at the Sponsor’s discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsor Loan from amounts held in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”), and the proceeds held in the Trust Account will be distributed to the holders of the Class A Ordinary Shares. Transaction costs of the Initial Public Offering amounted to $16,804,728, consisting of $4,600,000 of underwriting commissions, $11,500,000 of deferred underwriting commissions and $704,728 of other offering costs. Following the closing of the Initial Public Offering on May 10, 2022, an amount of $236,900,000 ($10.30 per Unit) from the net proceeds of the Initial Public Offering, the sale of the Private Placement Warrants and the Sponsor Loan, was placed in the Trust Account and will be invested only in U.S. government treasury obligations having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule2a-7promulgated under the Investment Company Act of 1940, as amended (the “Investment Company Act”), that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest to occur of: (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete an initial Business Combination within 18 months from the closing of the Initial Public Offering, or November 10, 2023 (subject to the requirements of applicable law) (the “Combination Period”), and (iii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (a) to modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete an initial Business Combination within the Combination Period, or (b) with respect to any other provision relating to shareholders’ rights or pre-initial The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of an initial Business Combination either (i) in connection with a general 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, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under the law or stock exchange listing requirements. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the Trust Account was initially $10.30 per public share. The per-share If the Company has not consummated the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Company’s initial shareholders, officers and directors have agreed to (i) to waive their redemption rights with respect to their founder shares and any public shares purchased during or after the Initial Public Offering in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete an initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iii) vote their founder shares and public shares in favor of the Company’s initial Business Combination. The Sponsor has agreed it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended, (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company has not asked the Sponsor to reserve for such indemnification obligations. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.30 per public share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of the public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 COVID-19 The military conflict commenced in February 2022 by the Russian Federation in Ukraine has created and is expected to create further global economic consequences, including but not limited to the possibility of extreme volatility and disruptions in the financial markets, diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. Such global consequences may materially and adversely affect the Company’s ability to consummate an initial Business Combination, or the operations of a target business with which the Company ultimately consummates an initial Business Combination. In addition, the Company’s ability to consummate an initial Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the global economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate an initial Business Combination are not yet determinable. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 205-40, As of June 30, 2023, the Company had $217,633 in its operating bank accounts, $245,473,659 in marketable securities held in the Trust Account to be used for the completion of a Business Combination and/or for the redemption of the public shares if the Company is unable to complete a Business Combination within the Combination Period (subject to applicable law) and working capital of $80,713. Until the consummation of a Business Combination or the Company’s liquidation, the Company will use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination, and to pay for directors and officers liability insurance premiums. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans (as defined below) (see Note 5). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF 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 rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $217,633 and $543,667 as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Cash and Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in primarily U.S. Treasury securities. All of the Company’s investments held in Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. The failures of Silicon Valley Bank and Signature Bank on March 10, 2023, raised significant concerns regarding potential risks to deposits at First Republic Bank (“FRB”), including the discretionary working capital account of the Company held at FRB (the “FRB WC Account”). On March 10, 2023, the Company and its management moved to protect the funds in the FRB WC Account by reducing the funds held within the FRB WC Account to $250,000 (the amount covered by FDIC deposit account insurance) and transferring (the “Protective Transfer”), for the benefit of the Company and its shareholders, an aggregate amount of $200,000 (the “At-Risk At-Risk At-Risk At-Risk At-Risk At-Risk At-Risk At-Risk . Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 non-operating Class A Ordinary Shares Subject to Possible Redemption The Class A Ordinary Shares contain a redemption feature which allows for the redemption of such shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC 480-10-S99, 480-10-S99 480-10-S99-15, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The redemption value of the Class A Ordinary Shares does not take into account $100,000 of dissolution expenses, as such dissolution expenses only will be taken into account in the event of the Company’s liquidation. The change in the carrying value of redeemable Class A Ordinary Shares resulted in charges against additional paid-in At June 30, 2023 and December 31, 2022, the Class A Ordinary Shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to public warrants (2,560,668 ) Class A Ordinary Shares issuance costs (16,608,744 ) Plus: Remeasurement of carrying value to redemption 28,915,319 Class A Ordinary Shares subject to possible redemption, December 31, 2022 $ 239,745,907 Plus: Remeasurement of carrying value to redemption 5,727,752 Class A Ordinary Shares subject to possible redemption, June 30, 2023 $ 245,473,659 Income Taxes The Company accounts for income taxes under the FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both (i) the expected impact of differences between the financial statements and tax basis of assets and liabilities and (ii) the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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. Since its inception, the Company is subject to income tax examinations by major taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with income tax regulations of the Cayman Islands, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. 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 shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A Ordinary Shares and Class B ordinary shares. Accretion associated with the redeemable shares of Class A Ordinary Shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,566,666 Class A Ordinary Shares in the aggregate. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company, except for 750,000 Class B ordinary shares which are no longer subject to forfeiture and thus included for dilutive purposes. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 2,975,373 $ 743,843 $ (272,860 ) $ (112,532 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 13,142,857 5,420,330 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ (0.02 ) $ (0.02 ) Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 5,943,978 $ 1,485,995 $ (215,441 ) $ (169,951 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 6,607,735 5,212,500 Basic and diluted net income (loss) per ordinary share $ 0.26 $ 0.26 $ (0.03 ) $ (0.03 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability, in an orderly transaction between market participants calculated at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASC815-40”). non-current net-cash Warrant Liability The Company accounts for the warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC815-40. re-measurement, Convertible Promissory Note (Sponsor Loan) – Related Party The Company accounts for the Sponsor Loan issued pursuant to a convertible promissory note at no interest, under ASC Topic 815-15-25, 815-15-25”). 815-15-25,at non-cash non-cash Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Public Offering [Abstract] | |
Initial Public Offering | NOTE 3. INITIAL PUBLIC OFFERING On May 10, 2022, pursuant to the Company’s Initial Public Offering, the Company sold 23,000,000 Units, which includes the issuance of 3,000,000 Units as a result of the underwriters’ full exercise of their over-allotment option, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-third Each whole public warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. In addition, if (i) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Company’s 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 held by them prior to such issuance) (the “Newly Issued Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (iii) the volume-weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company completes its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described adjacent to “Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $18.00” below, will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, the Company will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable blue sky laws to the extent an exemption is available. Redemption of warrants when the price per Class A Ordinary Share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30days • if, and only if, the last reported sale price of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement [Abstract] | |
Private Placement | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, Cantor Fitzgerald & Co. purchased an aggregate of 1,897,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, and Piper Sandler & Co. purchased an aggregate of 402,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor, Cantor Fitzgerald & Co., Piper Sandler & Co. or their permitted transferees. The Sponsor, Cantor Fitzgerald & Co., Piper Sandler & Co. or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor, Cantor Fitzgerald & Co., Piper Sandler & Co. or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the public shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless (See Note 8). |
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 October 20, 2021, the Company issued an aggregate of 5,750,000 Class B ordinary shares (the “founder shares”) to the Sponsor and CGC II Sponsor DirectorCo LLC (“DirectorCo”) for a total subscription price of $25,000, or approximately $0.004 per share. Such shares are fully paid. Prior to the initial investment in the Company of $25,000 by the Sponsor and DirectorCo, the Company had no assets, tangible or intangible. Up to 750,000 founder shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the total number of outstanding public shares and founder shares upon completion of the Initial Public Offering. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued. As a result of the underwriters’ decision to fully exercise their over- allotment option on the closing date of the Initial Public Offering, there currently are no founder shares subject to forfeiture. The Sponsor and DirectorCo have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading The founder shares are identical to the Class A Ordinary Shares, except as described herein. However, the holders of the founder shares have agreed (i) to vote any shares owned by them in favor of any proposed Business Combination and (ii) not to redeem any shares in connection with a shareholder vote or tender offer to approve or in connection with a proposed initial Business Combination. Administrative Services Agreement The Company entered into an agreement with the Sponsor pursuant to which, commencing on May 5, 2022 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial support and administrative services. For the three and six months ended June 30, 2023, the Company incurred $30,000 and $60,000 for these services, respectively, of which $20,000 is included in accrued expenses in the accompanying balance sheet. For each of the three and six months ended June 30, 2022, the Company incurred $20,000 for these services, which is included in accrued expenses in the accompanying balance sheet. Promissory Note — Related Party On December 31, 2021, the Sponsor agreed to loan the Company up to $250,000 under a promissory note to be used for a portion of the expenses of the Initial Public Offering. This loan was non-interest Convertible Promissory Note (Sponsor Loan) – Related Party Simultaneously with the consummation of the Initial Public Offering, the Sponsor loaned the Company the Sponsor Loan, for an aggregate of $4,600,000. The proceeds of the Sponsor Loan were added to the Trust Account on the closing date of the Initial Public Offering and will be used to fund the redemption of Class A Ordinary Shares. The Sponsor Loan shall be repaid at the time of an initial Business Combination, or converted into Sponsor Loan Warrants at a conversion price of $1.00 per Sponsor Loan Warrant, at the Sponsor’s discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants. The Sponsor Loan Warrant was extended in order to ensure that the amount in the Trust Account is $10.30 per public share. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsor Loan from amounts held in the Trust Account, and the proceeds held in the Trust Account will be distributed to the Company’s public shareholders. The Sponsor Loan was valued using the fair value method. At June 30, 2023 and December 31, 2022, the Sponsor Loan was valued at a fair value of $2,255,967 and $3,342,932, respectively. Working Capital 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 an initial Business Combination, it would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the funds 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 $1,500,000 of the Working Capital Loans may be converted into warrants at a price of $1.00 per warrant at the option of the lender. The warrants will be identical to the Private Placement Warrants, including, as to exercise price, exercisability and exercise period. As of June 30, 2023 and December 31, 2022, the Company had no borrowings under any Working Capital Loans. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6. COMMITMENTS Registration Rights Agreement The holders of the founder shares, Private Placement Warrants, any Sponsor Loan Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A Ordinary Shares issuable upon the exercise of the Private Placement Warrants, any Sponsor Loan Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering, requiring the Company to register such securities for resale. The holders of the majority 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 “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up 30-trading Underwriting Agreement On May 10, 2022, the underwriters of the Initial Public Offering were paid a cash underwriting commission of two percent (2.0%) of the gross proceeds of the Initial Public Offering, or $4,600,000. Additionally, the underwriters for the Initial Public Offering are entitled to a deferred underwriting commission of $11,500,000. Subject to the terms of the underwriting agreement of the Initial Public Offering, (i) the deferred underwriting commission will be placed in the Trust Account and released to the underwriters only upon the completion of a Business Combination and (ii) the deferred underwriting commission will be waived by the underwriters in the event that the Company does not complete a Business Combination. Service Provider Agreements The Company has engaged a legal advisor to provide services related to the consummation of an initial Business Combination. In connection with this agreement, the Company may be required to pay the legal advisor’s fees in connection with its services contingent upon a successful initial Business Combination. If a Business Combination does not occur, the Company would not be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Shareholders' Deficit | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares Prior to a Business Combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors and may, by ordinary resolution, remove a member of the Company’s board of directors for any reason. Holders of Class A Ordinary Shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time, or applicable stock exchange rules, the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at a general meeting of the company and entitled to vote is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A Ordinary Shares (which such Class A Ordinary Shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A Ordinary Shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted one-to-one. |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | NOTE 8. WARRANT LIABILITIES The Company accounts for the 16,566,666 warrants issued in connection with the Initial Public Offering (7,666,666 public warrants and 8,900,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Liabilities: Warrant liability – Public warrants 1 $ 1,202,900 $ 1,724,233 Warrant liability – Private Placement Warrants 3 $ 1,457,764 $ 2,102,463 Convertible Promissory Note 3 $ 2,255,967 $ 3,342,932 The warrants were accounted for as liabilities in accordance with ASC 815-40 The warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the warrants is the expected volatility of the Class A Ordinary Shares. The expected volatility as of the closing date of the Initial Public Offering date was derived from observable pricing of public warrants on comparable ‘blank-check’ companies without an identified target. The following table provides quantitative information regarding Level 3 fair value measurements: June 30, 2023 December 31, 2022 May 10, 2022 (Initial Measurement) Trading stock price $ 10.67 $ 10.25 $ 9.89 Exercise price $ 11.50 $ 11.50 $ 11.50 Expected term (in years) 0.91 1.12 6.10 Volatility 6.6 % 10.9 % 2.30 % Risk-free rate 5.41 % 4.69 % 2.95 % Dividend yield 0.00 % 0.00 % 0.00 % The following table provides quantitative information regarding Level 3 fair value measurements: Public Private Total Fair value as of October 13, 2021 (inception) $ — $ — $ — Initial measurement on May 10, 2022 2,560,668 2,972,600 5,533,268 Change in fair value 189,807 (870,137 ) (680,330 ) Transfer to Level 1 (2,750,475 ) — (2,750,475 ) Fair value as of December 31, 2022 $ — $ 2,102,463 $ 2,102,463 Change in fair value — (567,883 ) (567,883 ) Fair value as of March 31, 2023 $ — $ 1,534,580 $ 1,534,580 Change in fair value — (76,816 ) (76,816 ) Fair value as of June 30, 2023 $ — $ 1,457,764 $ 1,457,764 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers in or out of Level 3 from other levels in the fair value hierarchy for the period from October 13, 2021 (inception) through June 30, 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of 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 rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Emerging Growth Company | Emerging Growth Company 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 the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $217,633 and $543,667 as of June 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in primarily U.S. Treasury securities. All of the Company’s investments held in Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. The failures of Silicon Valley Bank and Signature Bank on March 10, 2023, raised significant concerns regarding potential risks to deposits at First Republic Bank (“FRB”), including the discretionary working capital account of the Company held at FRB (the “FRB WC Account”). On March 10, 2023, the Company and its management moved to protect the funds in the FRB WC Account by reducing the funds held within the FRB WC Account to $250,000 (the amount covered by FDIC deposit account insurance) and transferring (the “Protective Transfer”), for the benefit of the Company and its shareholders, an aggregate amount of $200,000 (the “At-Risk At-Risk At-Risk At-Risk At-Risk At-Risk At-Risk At-Risk . |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 non-operating |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Class A Ordinary Shares contain a redemption feature which allows for the redemption of such shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC 480-10-S99, 480-10-S99 480-10-S99-15, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A Ordinary Shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption value. The redemption value of the Class A Ordinary Shares does not take into account $100,000 of dissolution expenses, as such dissolution expenses only will be taken into account in the event of the Company’s liquidation. The change in the carrying value of redeemable Class A Ordinary Shares resulted in charges against additional paid-in At June 30, 2023 and December 31, 2022, the Class A Ordinary Shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to public warrants (2,560,668 ) Class A Ordinary Shares issuance costs (16,608,744 ) Plus: Remeasurement of carrying value to redemption 28,915,319 Class A Ordinary Shares subject to possible redemption, December 31, 2022 $ 239,745,907 Plus: Remeasurement of carrying value to redemption 5,727,752 Class A Ordinary Shares subject to possible redemption, June 30, 2023 $ 245,473,659 |
Income Taxes | Income Taxes The Company accounts for income taxes under the FASB ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both (i) the expected impact of differences between the financial statements and tax basis of assets and liabilities and (ii) the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of 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. Since its inception, the Company is subject to income tax examinations by major taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with income tax regulations of the Cayman Islands, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. |
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 shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A Ordinary Shares and Class B ordinary shares. Accretion associated with the redeemable shares of Class A Ordinary Shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,566,666 Class A Ordinary Shares in the aggregate. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company, except for 750,000 Class B ordinary shares which are no longer subject to forfeiture and thus included for dilutive purposes. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 2,975,373 $ 743,843 $ (272,860 ) $ (112,532 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 13,142,857 5,420,330 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ (0.02 ) $ (0.02 ) Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 5,943,978 $ 1,485,995 $ (215,441 ) $ (169,951 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 6,607,735 5,212,500 Basic and diluted net income (loss) per ordinary share $ 0.26 $ 0.26 $ (0.03 ) $ (0.03 ) |
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 ASC Topic 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability, in an orderly transaction between market participants calculated at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging – Contracts in Entity’s Own Equity” (“ASC815-40”). non-current net-cash |
Warrant Liability | Warrant Liability The Company accounts for the warrants issued in connection with the Initial Public Offering in accordance with the guidance contained in ASC815-40. re-measurement, |
Convertible Promissory Note (Sponsor Loan) – Related Party | Convertible Promissory Note (Sponsor Loan) – Related Party The Company accounts for the Sponsor Loan issued pursuant to a convertible promissory note at no interest, under ASC Topic 815-15-25, 815-15-25”). 815-15-25,at non-cash non-cash |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Ordinary Shares Subject to Possible Redemption | At June 30, 2023 and December 31, 2022, the Class A Ordinary Shares reflected in the balance sheets are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to public warrants (2,560,668 ) Class A Ordinary Shares issuance costs (16,608,744 ) Plus: Remeasurement of carrying value to redemption 28,915,319 Class A Ordinary Shares subject to possible redemption, December 31, 2022 $ 239,745,907 Plus: Remeasurement of carrying value to redemption 5,727,752 Class A Ordinary Shares subject to possible redemption, June 30, 2023 $ 245,473,659 |
Schedule of Calculation of Basic and Diluted Net Loss per Ordinary Share | The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): Three Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 2,975,373 $ 743,843 $ (272,860 ) $ (112,532 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 13,142,857 5,420,330 Basic and diluted net income (loss) per ordinary share $ 0.13 $ 0.13 $ (0.02 ) $ (0.02 ) Six Months Ended June 30, 2023 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per ordinary share Numerator: Allocation of net income (loss) $ 5,943,978 $ 1,485,995 $ (215,441 ) $ (169,951 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 6,607,735 5,212,500 Basic and diluted net income (loss) per ordinary share $ 0.26 $ 0.26 $ (0.03 ) $ (0.03 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Liabilities Measured at Fair Value on a Recurring Basis and Indicates Fair Value Hierarchy of Valuation Inputs | The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Liabilities: Warrant liability – Public warrants 1 $ 1,202,900 $ 1,724,233 Warrant liability – Private Placement Warrants 3 $ 1,457,764 $ 2,102,463 Convertible Promissory Note 3 $ 2,255,967 $ 3,342,932 |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements: June 30, 2023 December 31, 2022 May 10, 2022 (Initial Measurement) Trading stock price $ 10.67 $ 10.25 $ 9.89 Exercise price $ 11.50 $ 11.50 $ 11.50 Expected term (in years) 0.91 1.12 6.10 Volatility 6.6 % 10.9 % 2.30 % Risk-free rate 5.41 % 4.69 % 2.95 % Dividend yield 0.00 % 0.00 % 0.00 % |
Summary of Changes in the Fair Value of Level 3 Warrant Liabilities | The following table provides quantitative information regarding Level 3 fair value measurements: Public Private Total Fair value as of October 13, 2021 (inception) $ — $ — $ — Initial measurement on May 10, 2022 2,560,668 2,972,600 5,533,268 Change in fair value 189,807 (870,137 ) (680,330 ) Transfer to Level 1 (2,750,475 ) — (2,750,475 ) Fair value as of December 31, 2022 $ — $ 2,102,463 $ 2,102,463 Change in fair value — (567,883 ) (567,883 ) Fair value as of March 31, 2023 $ — $ 1,534,580 $ 1,534,580 Change in fair value — (76,816 ) (76,816 ) Fair value as of June 30, 2023 $ — $ 1,457,764 $ 1,457,764 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | 6 Months Ended | 21 Months Ended | |||
May 10, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Description Of Organization And Business Operations [Line Items] | |||||
Initial public offering units (in Shares) | 23,000,000 | ||||
Aggregate purchase price | $ 0 | $ 8,900,000 | |||
Deferred underwriting commission | $ 11,500,000 | $ 11,500,000 | $ 11,500,000 | ||
Public share price per share (in Dollars per share) | $ 10.3 | ||||
Interest expenses | $ 100,000 | ||||
Cash in operating bank accounts | 217,633 | 217,633 | $ 543,667 | ||
Marketable securities held in Trust Account | 245,473,659 | 245,473,659 | |||
Working capital | 80,713 | 80,713 | |||
Sponsor Loan | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Conversion price | $ 1 | ||||
IPO | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Initial public offering units (in Shares) | 23,000,000 | ||||
Purchase price per share (in Dollars per share) | $ 10 | ||||
Gross proceeds | $ 230,000,000 | ||||
Transaction costs | $ 16,804,728 | ||||
Underwriting commissions | 4,600,000 | ||||
Deferred underwriting commission | $ 11,500,000 | ||||
Other offering costs | 704,728 | ||||
IPO | Sponsor Loan | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Loan amount | $ 4,600,000 | $ 4,600,000 | |||
Conversion price | $ 1 | $ 1 | |||
IPO | Warrant | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Initial public offering units (in Shares) | 8,900,000 | ||||
Purchase price per share (in Dollars per share) | $ 1 | $ 1 | |||
Aggregate purchase price | $ 8,900,000 | ||||
IPO | Warrant | Sponsor Loan | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Net offering proceeds | $ 236,900,000 | ||||
Price per unit | $ 10.3 | ||||
Public shares redeem percentage | 100% | ||||
IPO | Warrant | Class A Ordinary Shares [Member] | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Purchase price per share (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | ||
Included in Underwriters Full Exercise of Over Allotment | |||||
Description Of Organization And Business Operations [Line Items] | |||||
Initial public offering units (in Shares) | 3,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Mar. 10, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash | $ 217,633 | $ 543,667 | ||
Cash equivalents | 0 | 0 | ||
Federal depository insurance coverage | $ 250,000 | 250,000 | ||
Offering costs | 16,804,728 | |||
Offering costs charged to shareholders' deficit | 16,608,744 | |||
Dissolution expenses | 100,000 | |||
Unrecognized tax benefits | 0 | 0 | ||
Offering costs charged to operations | 195,984 | |||
Amounts accrued for interest and penalties | $ 0 | $ 0 | ||
Sale of Private Placement Warrants | 16,566,666 | |||
Antidilutive securities excluded from computation of earnings per share | 0 | |||
Cash deposits transferred to bank account | $ 200,000 | |||
Class A Ordinary Shares [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Sale of Private Placement Warrants | 16,566,666 | |||
Class B Ordinary shares | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Weighted average number of shares reduced subject to forfeiture | 750,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Ordinary Shares Subject to Possible Redemption (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Class A Ordinary Shares subject to possible redemption | $ 245,473,659 | $ 239,745,907 |
Common Class A | ||
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | ||
Gross proceeds | 230,000,000 | |
Proceeds allocated to public warrants | (2,560,668) | |
Class A Ordinary Shares issuance costs | (16,608,744) | |
Remeasurement of carrying value to redemption | 5,727,752 | 28,915,319 |
Class A Ordinary Shares subject to possible redemption | $ 245,473,659 | $ 239,745,907 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Calculation of Basic and Diluted Net Loss per Ordinary Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Denominator: | ||||
Basic weighted average shares outstanding | 5,750,000 | 5,420,330 | 5,750,000 | 5,212,500 |
Basic net income per ordinary share | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Denominator: | ||||
Diluted weighted average shares outstanding | 5,750,000 | 5,420,330 | 5,750,000 | 5,212,500 |
Diluted net income per ordinary share | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Common Class A | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 2,975,373 | $ (272,860) | $ 5,943,978 | $ (215,441) |
Denominator: | ||||
Basic weighted average shares outstanding | 23,000,000 | 13,142,857 | 23,000,000 | 6,607,735 |
Basic net income per ordinary share | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Denominator: | ||||
Diluted weighted average shares outstanding | 23,000,000 | 13,142,857 | 23,000,000 | 6,607,735 |
Diluted net income per ordinary share | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Common Class B | ||||
Numerator: | ||||
Allocation of net income (loss) | $ 743,843 | $ (112,532) | $ 1,485,995 | $ (169,951) |
Denominator: | ||||
Basic weighted average shares outstanding | 5,750,000 | 5,420,330 | 5,750,000 | 5,212,500 |
Basic net income per ordinary share | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Denominator: | ||||
Diluted weighted average shares outstanding | 5,750,000 | 5,420,330 | 5,750,000 | 5,212,500 |
Diluted net income per ordinary share | $ 0.13 | $ (0.02) | $ 0.26 | $ (0.03) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - $ / shares | 6 Months Ended | 21 Months Ended | |
May 10, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | |
Public Offering [Line Items] | |||
Initial public offering units (in Shares) | 23,000,000 | ||
Warrant description | The warrants will become exercisable on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of the Company’s initial Business Combination, and will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. | ||
Percentage of proceeds from share issuances | 60% | ||
Public Warrants | |||
Public Offering [Line Items] | |||
Minimum lock in period required for warrant exercise from the date of business combination | 15 days | ||
Minimum notice period for warrants redemption | 30 days | ||
Warrants redeemable, threshold consecutive trading days | 20 days | ||
Warrants redeemable, threshold trading days | 30 days | ||
Class A Ordinary Shares [Member] | |||
Public Offering [Line Items] | |||
Warrants exercise price adjustment percentage higher of market value | 115% | ||
Class A Ordinary Shares [Member] | Public Warrants | |||
Public Offering [Line Items] | |||
Business combination at an issue price | $ 9.2 | $ 9.2 | |
Minimum share price required for redemption of warrants | 18 | ||
Warrants, redemption price per share | 0.01 | ||
IPO | |||
Public Offering [Line Items] | |||
Initial public offering units (in Shares) | 23,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
IPO | Class A Ordinary Shares [Member] | |||
Public Offering [Line Items] | |||
Minimum share price required for redemption of warrants | 18 | ||
IPO | Warrant | |||
Public Offering [Line Items] | |||
Initial public offering units (in Shares) | 8,900,000 | ||
Price per share (in Dollars per share) | 1 | $ 1 | |
IPO | Warrant | Class A Ordinary Shares [Member] | |||
Public Offering [Line Items] | |||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 |
Included in Underwriters Full Exercise of Over Allotment | |||
Public Offering [Line Items] | |||
Initial public offering units (in Shares) | 3,000,000 | ||
Share Price Equal Or Exceeds Eighteen Rupees Per Dollar | Class A Ordinary Shares [Member] | |||
Public Offering [Line Items] | |||
Warrants exercise price adjustment percentage higher of market value | 180% |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Private Placement Details [Line Items] | |||
Aggregate purchase price | $ 0 | $ 8,900,000 | |
Private Placement Warrants | |||
Private Placement Details [Line Items] | |||
Private placement warrants | 8,900,000 | ||
Price per share (in Dollars per share) | $ 1 | $ 1 | |
Aggregate purchase price | $ 8,900,000 | ||
Sponsor | Private Placement Warrants | |||
Private Placement Details [Line Items] | |||
Private placement warrants | 6,600,000 | ||
Cantor Fitzgerald & Co | Private Placement Warrants | |||
Private Placement Details [Line Items] | |||
Private placement warrants | 1,897,500 | ||
Price per share (in Dollars per share) | 1 | $ 1 | |
Piper Sandler & Co | Private Placement Warrants | |||
Private Placement Details [Line Items] | |||
Private placement warrants | 402,500 | ||
Price per share (in Dollars per share) | $ 1 | $ 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||||
May 10, 2022 | Dec. 31, 2021 | Oct. 20, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||||
Sponsor fees | $ 25,000 | ||||||||
Price per share | $ 0.004 | ||||||||
Assets, tangible or intangible | $ 0 | ||||||||
Percentage of founder shares | 20% | ||||||||
Business combination, description | The Sponsor and DirectorCo have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, (i) the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. | ||||||||
Office space monthly rent | $ 10,000 | ||||||||
Notes payable, noncurrent | $ 2,255,967 | $ 2,255,967 | $ 3,342,932 | ||||||
Working capital loan | 1,500,000 | $ 1,500,000 | |||||||
Warrant price per share | $ 1 | ||||||||
Sponsor Loan | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion price | $ 1 | ||||||||
Notes payable, noncurrent | 2,255,967 | $ 2,255,967 | 3,342,932 | ||||||
Working Capital Loans | |||||||||
Related Party Transaction [Line Items] | |||||||||
Borrowings under working capital loans | 0 | 0 | 0 | ||||||
Accrued Expenses | |||||||||
Related Party Transaction [Line Items] | |||||||||
Selling, general and administrative expense | 30,000 | $ 20,000 | 60,000 | $ 20,000 | |||||
IPO | |||||||||
Related Party Transaction [Line Items] | |||||||||
Borrowings amount | 0 | 0 | $ 0 | ||||||
Value of repaid | $ 216,405 | $ 216,405 | |||||||
IPO | Sponsor Loan | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion price | $ 1 | $ 1 | |||||||
Maximum | IPO | Promissory Note | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sponsor loan expenses | $ 250,000 | ||||||||
Founder Shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Founder Shares | 0 | 750,000 | |||||||
Class A Ordinary Shares [Member] | Minimum | |||||||||
Related Party Transaction [Line Items] | |||||||||
Price per unit | $ 12 | $ 12 | |||||||
Investor | Sponsor Loan | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash Deposited In Trust Account Per Unit | $ 10.3 | ||||||||
Sponsor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Initial investment | $ 25,000 | ||||||||
Sponsor | Class B Ordinary shares | |||||||||
Related Party Transaction [Line Items] | |||||||||
Founder Shares | 5,750,000 | ||||||||
Sponsor | Investor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Sponsor | $ 4,600,000 | ||||||||
Sponsor | Administrative Services Agreement | Accrued Liabilities | |||||||||
Related Party Transaction [Line Items] | |||||||||
Other liabilities, current | $ 20,000 | $ 20,000 |
Commitments - Additional Inform
Commitments - Additional Information (Details) | 6 Months Ended | |
May 10, 2022 USD ($) | Jun. 30, 2023 USD ($) Demand | |
Commitments And Contingencies [Line Items] | ||
Registration rights, description | The holders of the majority 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 “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, one year after the date of the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) in the case of the Private Placement Warrants and the respective Class A Ordinary Shares underlying such Private Placement Warrants, 30 days after the completion of the initial Business Combination. | |
Number of demands eligible security holder can make | Demand | 3 | |
IPO | ||
Commitments And Contingencies [Line Items] | ||
Underwriter cash discount | $ 4,600,000 | |
Deferred underwriting commission | $ 11,500,000 | |
Underwriting discount percent | 2% |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | ||
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Issued and outstanding shares of public offering, percentage | 20% | |
Class A Ordinary Shares [Member] | ||
Class Of Stock [Line Items] | ||
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued | 0 | 0 |
Ordinary shares, outstanding | 0 | 0 |
Class A Ordinary Shares [Member] | Common Stock Subject to Mandatory Redemption | ||
Class Of Stock [Line Items] | ||
Ordinary shares, issued | 23,000,000 | 23,000,000 |
Ordinary shares, outstanding | 23,000,000 | 23,000,000 |
Class B Ordinary shares | ||
Class Of Stock [Line Items] | ||
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, issued | 5,750,000 | 5,750,000 |
Ordinary shares, outstanding | 5,750,000 | 5,750,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) | Jun. 30, 2023 shares |
Class Of Warrant Or Right [Line Items] | |
Warrant issued | 16,566,666 |
Public Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrant issued | 7,666,666 |
Private Placement Warrants | |
Class Of Warrant Or Right [Line Items] | |
Warrant issued | 8,900,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on a Recurring Basis and Indicates Fair Value Hierarchy of Valuation Inputs (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Level 1 | Public Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | $ 1,202,900 | $ 1,724,233 |
Level 3 | Private Placement Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Warrant liability | 1,457,764 | 2,102,463 |
Level 3 | Convertible Promissory Note | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Convertible Promissory Note | $ 2,255,967 | $ 3,342,932 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurements (Details) - Level 3 | Jun. 30, 2023 yr USD ($) | Dec. 31, 2022 USD ($) yr | May 10, 2022 USD ($) yr |
Trading Stock Price | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Measurement input | 10.67 | 10.25 | 9.89 |
Exercise Price | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Measurement input | 11.5 | 11.5 | 11.5 |
Expected Term (In Years) | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Measurement input | yr | 0.91 | 1.12 | 6.1 |
Volatility | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Measurement input | 6.6 | 10.9 | 2.3 |
Risk-Free Rate | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Measurement input | 5.41 | 4.69 | 2.95 |
Dividend Yield | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Measurement input | 0 | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in the Fair Value of Level 3 Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 8 Months Ended | ||
May 10, 2022 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Initial measurement on May 10, 2022 | $ 5,533,268 | |||
Change in fair value | $ (76,816) | $ (567,883) | (680,330) | |
Transfer to Level 1 | (2,750,475) | |||
Fair value | $ 1,457,764 | $ 1,534,580 | 2,102,463 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | |
Public Warrants | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Initial measurement on May 10, 2022 | 2,560,668 | |||
Change in fair value | 189,807 | |||
Transfer to Level 1 | (2,750,475) | |||
Private Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Initial measurement on May 10, 2022 | 2,972,600 | |||
Change in fair value | $ (76,816) | $ (567,883) | (870,137) | |
Fair value | $ 1,457,764 | $ 1,534,580 | $ 2,102,463 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 21 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value transfers in or out of Level 3 from other levels | $ 0 |