Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2023 | |
Document Information [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | Atlantic Coastal Acquisition Corp. II |
Entity Central Index Key | 0001893219 |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 6770 |
Entity Address, Address Line One | 6 St Johns Lane, Floor 5 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10013 |
Entity Tax Identification Number | 87-1013956 |
City Area Code | 248 |
Local Phone Number | 890-7200 |
Entity Small Business | true |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 6 St Johns Lane, Floor 5 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10013 |
City Area Code | 248 |
Local Phone Number | 890-7200 |
Contact Personnel Name | Shahraab Ahmad |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Current assets | |||||
Cash and cash equivalents | $ 948,153 | $ 392,446 | $ 0 | ||
Prepaid expenses | 105,635 | 377,780 | |||
Total Current Assets | 1,053,788 | 770,226 | |||
Deferred offering costs | 0 | 0 | 361,372 | ||
Marketable securities held in Trust Account | 36,466,121 | 309,790,455 | |||
TOTAL ASSETS | 37,519,909 | 310,560,681 | 361,372 | ||
Current liabilities | |||||
Accrued expenses | 715,146 | 1,243,172 | 1,793 | ||
Accrued offering costs | 5,000 | 75,000 | 236,095 | ||
Excise tax payable | 2,764,714 | 0 | |||
Income taxes payable | 2,024,004 | 823,991 | |||
Total Current Liabilities | 5,508,864 | 2,142,163 | 338,165 | ||
Deferred underwriting fee payable | 10,500,000 | 10,500,000 | |||
Total Liabilities | 16,008,864 | 12,642,163 | 338,165 | ||
Commitments (Note 6) | |||||
Series A common stock subject to possible redemption; 3,435,692 and 30,000,000 shares issued and outstanding at September 30, 2023 and December 31, 2022 at redemption value of $10.68 and $10.30 per share, respectively | 36,569,273 | 309,097,930 | |||
Stockholders' Deficit | |||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | 0 | 0 | |||
Additional paid-in capital | 0 | 0 | 24,250 | ||
Accumulated deficit | (15,058,978) | (11,180,162) | (1,793) | ||
Total Stockholders' Deficit | (15,058,228) | (11,179,412) | 23,207 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 37,519,909 | 310,560,681 | 361,372 | ||
Related Party [Member] | |||||
Current liabilities | |||||
Promissory note – related party | 100,277 | ||||
Series A common stock [Member] | |||||
Stockholders' Deficit | |||||
Common Stock | 749 | 0 | |||
Series B common stock [Member] | |||||
Stockholders' Deficit | |||||
Common Stock | $ 1 | $ 750 | [1] | $ 750 | [1] |
[1]Includes up to 978,750 shares of Series B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Notes 5 and 7). All share and per-share amounts have been retroactively restated to reflect the stock split. On January 18, 2022, the underwriters partially exercised their over-allotment option, and hence, 975,000 Founder Shares are no longer subject to forfeiture since such date and the remaining unexercised portion of such over-allotment option, an aggregate of 3,750 Founder Shares, were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding (see Note 7). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) | 12 Months Ended | ||
Dec. 31, 2022 $ / shares shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Over-Allotment Option [Member] | |||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 978,750 | ||
Over-Allotment Option [Member] | Founder Share [Member] | |||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 3,750 | ||
Series A common stock [Member] | |||
Temporary equity, shares issued | 30,000,000 | 3,435,692 | 0 |
Temporary equity, shares outstanding | 30,000,000 | 3,435,692 | 0 |
Temporary equity, redemption price per share | $ / shares | $ 10.3 | $ 10.64 | $ 10.3 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 0 | 7,499,999 | 0 |
Common stock, shares outstanding | 0 | 7,499,999 | 0 |
Series B common stock [Member] | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares issued | 7,500,000 | 1 | 7,503,750 |
Common stock, shares outstanding | 7,500,000 | 1 | 7,503,750 |
Condensed Statements Of Operati
Condensed Statements Of Operations - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |||
Operation and formation costs | $ 315,247 | $ 533,796 | $ 1,793 | $ 1,273,146 | $ 1,461,765 | $ 2,050,410 | ||
Loss from operations | (315,247) | (533,796) | (1,793) | (1,273,146) | (1,461,765) | (2,050,410) | ||
Other income (expense): | ||||||||
Interest income – bank | 25,961 | 824 | 0 | 43,744 | 922 | 1,848 | ||
Interest earned on marketable securities held in Trust Account | 468,307 | 1,428,511 | 0 | 5,279,395 | 1,546,474 | 4,121,971 | ||
Unrealized gain on marketable securities held in Trust Account | 0 | 43,916 | 0 | 0 | 0 | (362,500) | ||
Interest and penalties on tax obligations | (127,646) | 0 | (127,646) | 0 | ||||
Compensation expense | 0 | 0 | 0 | (362,500) | ||||
Total other income, net | 366,622 | 1,473,251 | 0 | 5,195,493 | 1,184,896 | 3,761,319 | ||
Income (Loss) before provision for income taxes | 51,375 | 939,455 | (1,793) | 3,922,347 | (276,869) | 1,710,909 | ||
Provision for income taxes | (96,005) | (287,034) | 0 | (1,093,646) | (293,453) | (823,991) | ||
Net income (loss) | (44,630) | 652,421 | (1,793) | 2,828,701 | (570,322) | 886,918 | ||
Series A common stock [Member] | ||||||||
Other income (expense): | ||||||||
Net income (loss) | $ (44,630) | $ 521,937 | $ 0 | $ 2,437,328 | $ (450,395) | $ 702,819 | ||
Weighted average shares outstanding, basic | 10,935,691 | 30,000,000 | 0 | 18,477,615 | 27,912,088 | 28,438,356 | ||
Weighted average shares outstanding, diluted | 10,935,691 | 30,000,000 | 0 | 18,477,615 | 27,912,088 | 28,438,356 | ||
Basic and diluted income (loss) per share, basic | $ 0 | $ 0.02 | $ 0 | $ 0.13 | $ (0.02) | $ 0.02 | ||
Basic and diluted income (loss) per share, diluted | $ 0 | $ 0.02 | $ 0 | $ 0.13 | $ (0.02) | $ 0.02 | ||
Series B common stock [Member] | ||||||||
Other income (expense): | ||||||||
Net income (loss) | $ 0 | $ 130,484 | $ (1,793) | $ 391,373 | $ (119,927) | $ 184,099 | ||
Weighted average shares outstanding, basic | 1 | 7,500,000 | 1,943,000 | 2,967,034 | 7,432,143 | 7,449,247 | ||
Weighted average shares outstanding, diluted | 1 | 7,500,000 | 1,943,000 | 2,967,034 | 7,432,143 | 7,449,247 | ||
Basic and diluted income (loss) per share, basic | $ 0 | $ 0.02 | $ 0 | [1] | $ 0.13 | $ (0.02) | $ 0.02 | [1] |
Basic and diluted income (loss) per share, diluted | $ 0 | $ 0.02 | $ 0 | [1] | $ 0.13 | $ (0.02) | $ 0.02 | [1] |
[1]Excludes up to 978,750 shares of Series B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Notes 5 and 7). All share and per-share amounts have been retroactively restated to reflect the stock split. On January 18, 2022, the underwriters partially exercised their over-allotment option, hence, 975,000 Founder Shares are no longer subject to forfeiture since then and the remaining unexercised portion of such over-allotment option, an aggregate of 3,750 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding (see Note 5). |
Condensed Statements Of Opera_2
Condensed Statements Of Operations (Parenthetical) | 12 Months Ended | |||
Jan. 18, 2022 shares | Jan. 13, 2022 shares | Dec. 31, 2022 shares | Jan. 19, 2022 shares | |
Common stock, shares outstanding | 7,503,750 | |||
Stock split ratio | 1.044 | |||
Founder Share [Member] | ||||
Common stock, shares outstanding | 7,500,000 | 7,503,750 | 7,500,000 | |
Stock split ratio | 1.044 | |||
Over-Allotment Option [Member] | ||||
Common stock, shares outstanding | 7,503,750 | |||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 978,750 | |||
Over-Allotment Option [Member] | Founder Share [Member] | ||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 975,000 | 0 | 3,750 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Stockholders' Deficit - USD ($) | Total | Series A [Member] | Series B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock [Member] Series A [Member] | Common Stock [Member] Series B [Member] | |
Balance, Shares at May. 19, 2021 | 0 | 0 | ||||||
Balance at May. 19, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Issuance of Class B common stock to Sponsor | [1] | 25,000 | 24,250 | $ 750 | ||||
Issuance of Class B common stock to Sponsor, Shares | [1] | 7,503,750 | ||||||
Net income (loss) | (1,793) | $ 0 | $ (1,793) | 0 | (1,793) | $ 0 | $ 0 | |
Balance, Share at Dec. 31, 2021 | 0 | 7,503,750 | ||||||
Balance at Dec. 31, 2021 | 23,207 | 24,250 | (1,793) | $ 0 | $ 750 | |||
Sale of 13,850,000 Private Placement Warrants | 13,850,000 | 13,850,000 | ||||||
Forfeiture of Founder Shares, Shares | (3,750) | |||||||
Compensation Expense – Fair value of assigned Founder Shares to Apeiron | 362,500 | 362,500 | ||||||
Fair value of Public Warrants at issuance | 8,100,000 | 8,100,000 | ||||||
Allocated value of transaction costs to Series A common stock | (505,049) | (505,049) | ||||||
Remeasurement of Series A common stock to redemption amount | (30,799,058) | (21,831,701) | (8,967,357) | |||||
Net income (loss) | (1,025,824) | (1,025,824) | ||||||
Balance, Share at Mar. 31, 2022 | 0 | 7,500,000 | ||||||
Balance at Mar. 31, 2022 | (9,994,224) | 0 | (9,994,974) | $ 0 | $ 750 | |||
Balance, Shares at Dec. 31, 2021 | 0 | 7,503,750 | ||||||
Balance at Dec. 31, 2021 | 23,207 | 24,250 | (1,793) | $ 0 | $ 750 | |||
Net income (loss) | (570,322) | (450,395) | (119,927) | |||||
Balance, Share at Sep. 30, 2022 | 0 | 7,500,000 | ||||||
Balance at Sep. 30, 2022 | (10,641,743) | 0 | (10,642,493) | $ 0 | $ 750 | |||
Balance, Shares at Dec. 31, 2021 | 0 | 7,503,750 | ||||||
Balance at Dec. 31, 2021 | 23,207 | 24,250 | (1,793) | $ 0 | $ 750 | |||
Sale of 13,850,000 Private Placement Warrants | 13,850,000 | 13,850,000 | ||||||
Forfeiture of Founder Shares, Shares | (3,750) | |||||||
Compensation Expense – Fair value of assigned Founder Shares to Apeiron | 362,500 | 362,500 | ||||||
Fair value of Public Warrants at issuance | 8,100,000 | 8,100,000 | ||||||
Allocated value of transaction costs to Series A common stock | (505,049) | (505,049) | ||||||
Remeasurement of Series A common stock to redemption amount | (33,896,988) | (21,831,701) | (12,065,287) | |||||
Net income (loss) | 886,918 | 702,819 | 184,099 | 886,918 | ||||
Balance, Share at Dec. 31, 2022 | 0 | 7,500,000 | ||||||
Balance at Dec. 31, 2022 | (11,179,412) | 0 | (11,180,162) | $ 0 | $ 750 | |||
Balance, Shares at Mar. 31, 2022 | 0 | 7,500,000 | ||||||
Balance at Mar. 31, 2022 | (9,994,224) | 0 | (9,994,974) | $ 0 | $ 750 | |||
Net income (loss) | (196,919) | (196,919) | ||||||
Balance, Share at Jun. 30, 2022 | 0 | 7,500,000 | ||||||
Balance at Jun. 30, 2022 | (10,191,143) | 0 | (10,191,893) | $ 0 | $ 750 | |||
Remeasurement of Series A common stock to redemption amount | (1,103,021) | (1,103,021) | ||||||
Net income (loss) | 652,421 | 521,937 | 130,484 | 652,421 | ||||
Balance, Share at Sep. 30, 2022 | 0 | 7,500,000 | ||||||
Balance at Sep. 30, 2022 | (10,641,743) | 0 | (10,642,493) | $ 0 | $ 750 | |||
Balance, Shares at Dec. 31, 2022 | 0 | 7,500,000 | ||||||
Balance at Dec. 31, 2022 | (11,179,412) | 0 | (11,180,162) | $ 0 | $ 750 | |||
Remeasurement of Series A common stock to redemption amount | (2,554,544) | (2,554,544) | ||||||
Net income (loss) | 2,070,528 | 2,070,528 | ||||||
Balance, Share at Mar. 31, 2023 | 0 | 7,500,000 | ||||||
Balance at Mar. 31, 2023 | (11,663,428) | 0 | (11,664,178) | $ 0 | $ 750 | |||
Balance, Shares at Dec. 31, 2022 | 0 | 7,500,000 | ||||||
Balance at Dec. 31, 2022 | (11,179,412) | 0 | (11,180,162) | $ 0 | $ 750 | |||
Remeasurement of Series A common stock to redemption amount | (3,942,803) | |||||||
Net income (loss) | 2,828,701 | 2,437,328 | 391,373 | |||||
Balance, Share at Sep. 30, 2023 | 7,499,999 | 1 | ||||||
Balance at Sep. 30, 2023 | (15,058,228) | 0 | (15,058,978) | $ 749 | $ 1 | |||
Balance, Shares at Mar. 31, 2023 | 0 | 7,500,000 | ||||||
Balance at Mar. 31, 2023 | (11,663,428) | 0 | (11,664,178) | $ 0 | $ 750 | |||
Remeasurement of Series A common stock to redemption amount | (1,180,703) | (1,180,703) | ||||||
Net income (loss) | 802,803 | 802,803 | ||||||
Stockholder non-redemption agreement | 1,378,126 | 1,378,126 | ||||||
Stockholder non-redemption agreement | (1,378,126) | (1,378,126) | ||||||
Excise tax | (2,764,714) | (2,764,714) | ||||||
Conversion of Series Class B shares to Series Class A Non-redeemable shares, Shares | 7,499,999 | (7,499,999) | ||||||
Conversion of Series Class B shares to Series Class A Non-redeemable shares | $ 749 | $ (749) | ||||||
Balance, Share at Jun. 30, 2023 | 7,499,999 | 1 | ||||||
Balance at Jun. 30, 2023 | (14,806,042) | 0 | (14,806,792) | $ 749 | $ 1 | |||
Remeasurement of Series A common stock to redemption amount | (207,556) | (207,556) | ||||||
Net income (loss) | (44,630) | $ (44,630) | $ 0 | (44,630) | ||||
Balance, Share at Sep. 30, 2023 | 7,499,999 | 1 | ||||||
Balance at Sep. 30, 2023 | $ (15,058,228) | $ 0 | $ (15,058,978) | $ 749 | $ 1 | |||
[1]Includes up to 978,750 shares of Series B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Notes 5 and 7). All share and per-share amounts have been retroactively restated to reflect the stock split. On January 18, 2022, the underwriters partially exercised their over-allotment option, hence, 975,000 Founder Shares are no longer subject to forfeiture since then and the remaining unexercised portion of such over-allotment option, an aggregate of 3,750 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding (see Note 5). |
Condensed Statements Of Chang_2
Condensed Statements Of Changes In Stockholders' Deficit (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 18, 2022 shares | Jan. 13, 2022 shares | Mar. 31, 2022 shares | Sep. 30, 2023 shares | Dec. 31, 2022 shares | Jan. 19, 2022 shares | |
Common Stock, Shares, Outstanding | 7,503,750 | |||||
Stock split ratio | 1.044 | |||||
Founder Share [Member] | ||||||
Common Stock, Shares, Outstanding | 7,500,000 | 7,503,750 | 7,500,000 | |||
Stock split ratio | 1.044 | |||||
Over-Allotment Option [Member] | ||||||
Stock issued during the period shares | 3,900,000 | 3,900,000 | ||||
Common Stock, Shares, Outstanding | 7,503,750 | |||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 978,750 | |||||
Over-Allotment Option [Member] | Founder Share [Member] | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 975,000 | 0 | 3,750 | |||
Private Placement Warrants [Member] | ||||||
Stock issued during the period shares | 13,850,000 | 13,850,000 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 7 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ (1,793) | $ 2,828,701 | $ (570,322) | $ 886,918 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | 0 | (5,279,395) | (1,546,474) | (4,121,971) |
Unrealized loss on marketable securities held in Trust Account | 0 | 0 | ||
Compensation expenses | 0 | 0 | 362,500 | 362,500 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 0 | 272,145 | (489,935) | (377,780) |
Accrued expenses | 1,793 | (528,026) | 893,916 | 1,241,379 |
Income taxes payable | 1,200,013 | 293,453 | 823,991 | |
Net cash used in operating activities | 0 | (1,506,562) | (1,056,862) | (1,184,963) |
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | 0 | 0 | (306,000,000) | (306,000,000) |
Cash withdrawn from Trust Account to pay franchise and income taxes | 0 | 2,132,269 | 0 | 331,516 |
Cash withdrawn from Trust Account in connection with redemption | 276,471,460 | 0 | ||
Net cash provided by (used in) investing activities | 0 | 278,603,729 | (306,000,000) | (305,668,484) |
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 0 | 294,240,000 | 294,240,000 |
Proceeds from sale of Private Placement Warrants | 0 | 0 | 13,850,000 | 13,850,000 |
Proceeds from promissory note – related party | 0 | 0 | 49,262 | 49,262 |
Proceeds from issuance of promissory note to related party | 100,277 | 0 | ||
Repayment of promissory note – related party | 0 | 0 | (149,539) | (149,539) |
Payment of offering costs | (100,277) | (70,000) | (743,830) | (743,830) |
Redemption of common stock | (276,471,460) | 0 | ||
Net cash (used in) provided by financing activities | 0 | (276,541,460) | 307,245,893 | 307,245,893 |
Net Change in Cash | 0 | 555,707 | 189,031 | 392,446 |
Cash – Beginning of period | 0 | 392,446 | 0 | 0 |
Cash – End of period | 0 | 948,153 | 189,031 | 392,446 |
Non-cash investing and financing activities: | ||||
Payment of deferred offering costs by the sponsor in exchange for the issuance of series b common stock | 25,000 | 0 | ||
Deferred offering costs included in accrued offering costs | 236,095 | 717,219 | ||
Initial classification of Series A common stock subject to possible redemption | 0 | 0 | 307,103,021 | 309,097,930 |
Deferred underwriting fee payable | $ 0 | 0 | 10,500,000 | $ 10,500,000 |
Offering costs included in accrued offering costs | 0 | 717,219 | ||
Remeasurement of carrying value to redemption value | $ 3,942,803 | $ 0 |
Description Of Organization And
Description Of Organization And Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description Of Organization And Business Operations | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Atlantic Coastal Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on May 20, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not yet commenced any operations. All activity for the period May 20, 2021 (inception) through September 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, 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 a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2022. On January 19, 2022, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Series A common stock included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of its over-allotment option in the amount of 3,900,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,850,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), generating gross proceeds of $13,850,000, which is described in Note 4. Transaction costs amounted to $17,204,107, consisting of $5,760,000 of underwriting fees (net of $240,000 reimbursed by the underwriters), $10,500,000 of deferred underwriting fees, and $944,107 of other offering costs. Following the closing of the Initial Public Offering on January 19, 2022, an amount of $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on or prior to the 24-month include demand deposit accounts) until the earlier of consummation of our Business Combination or liquidation. Currently, all funds in the Trust Account are held in U.S. government securities or money market funds. The longer the funds in the Trust Account are held in such U.S. government securities or money market funds, the greater the risk that the Company will be deemed to be an unregistered investment company under the Investment Company Act. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of % or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 15 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company had 15 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a 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 a per-share On April 18, 2023, the company held the Meeting and as a result 26,564,308 shares of the Company’s Series A common stock were redeemed at approximately $10.41 per share. On April 18, 2023, the Sponsor, the Company’s independent directors, and Apeiron Investment Group Ltd (collectively, the “Series B Holders”) voluntarily converted 7,499,999 shares of Series B Common Stock of the Company they held as of such date into 7,499,999 shares of Series A common stock of the Company (the “Conversion”) in accordance with the amended and restated certificate of incorporation, as amended. With respect to shares of Series A common stock that they received as result of the Conversion, the Series B Holders (i) agreed that they would not vote such stock until after the closing of a business combination and (ii) acknowledged that such stock would not be entitled to any distribution from the Company’s trust account. As a result of the Conversion and the results of the Meeting described above, the Company has an aggregate of 10,935,691 shares of Series A common stock outstanding and 1 share of Series B Common Stock (held by the Sponsor) outstanding. On October 14, 2023 and November 14, 2023, the Company issued non-interest bearing, unsecured promissory notes in the aggregate principal amount of , respectively, (the “Notes”) to the Sponsor. The was deposited into the Company’s trust account in order to extend the amount of time that the Company has available to complete a business combination. Upon the closing of a business combination by the Company, the Sponsor may elect to either receive repayment under the Notes or to convert all or a portion of the amount loaned under the Notes into Series A common stock of the Company at a price equal to per share. In the event that the Company does not complete a business combination, the amounts loaned under the Notes will be repaid to the Sponsor only from funds held outside the Trust Account or will be forfeited, eliminated, or otherwise forgiven. On October 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from October 19, 2023 to November 19, 2023. On November 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from November 19, 2023 to December 19, 2023. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. 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, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Going Concern At September 30, 2023, the Company had $948,153 in its op Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic205-40“Presentation Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 The impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel-Hamas war, and related sanctions, on the world economy is not determinable as of the date of these financial statements, and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and impact the Company’s ability to complete a Business Combination. On April 18, 2023, the Company’s stockholders redeemed 26,564,308 Series Class A shares for a total of $276,471,460. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023 and determined that a contingent liability should be calculated and recorded. As of September 30, 2023, the Company recorded $2,764,714 of excise tax liability calculated as 1% of shares redeemed. | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Atlantic Coastal Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on May 20, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not yet commenced any operations. All activity for the period May 20, 2021 (inception) through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, 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 a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2022. On January 19, 2022, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Series A common stock included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of its over-allotment option in the amount of 3,900,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,850,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), generating gross proceeds of $13,850,000, which is described in Note 4. Transaction costs amounted to $17,204,107, consisting of $5,760,000 of underwriting fees (net of $240,000 reimbursed by the underwriters), $10,500,000 of deferred underwriting fees, and $944,107 of other offering costs. Following the closing of the Initial Public Offering on January 19, 2022, an amount of $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 15 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company will have until 15 months from the closing of t ten a per-share The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. 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, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Going Concern At December 31, 2022, the Company had $392,446 in its operating bank accounts and a working capital deficit of $679,412. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact, if any, on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly-traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of reg ulat holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and impact the Com pa |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary Of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X ge The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-Kas 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 independent registered public accounting firm attestation requirements of Section 404 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 condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements 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 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 did not have any cash equivalents as of September 30, 2023 and December 31, 2022. The Company had $948,153 and $392,446 in cash at September 30, 2023 and December 31, 2022, respectively. Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, all of the Company’s investments held in the Trust Account are invested in money market funds invested primarily in United States Treasuries and are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. As of September 30, 2023, the Company had spent approximately $1,500,000 On December , and December , , the Sponsor advanced the Company $ and $ , respectively, to fund the account for the funds used in operations. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on or prior to the 24-month Series A Common Stock Subject to Possible Redemption The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Series A Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Series A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Series A common Stock are affected by charges against additional paid-in As of September 30, 2023 and December 31, 2022, the Series A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,100,000 ) Series A common stock issuance costs (16,699,058 ) Plus: Remeasurement of carrying value to redemption value 33,896,988 Series A common stock subject to possible redemption, December 31, 2022 $ 309,097,930 Less: Redemption (276,471,460 ) Plus: Remeasurement of carrying value to redemption value 3,942,803 Series A common stock subject to possible redemption, September 30, 2023 $ 36,569,273 Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and As of September 30, 2023 and December 31, 2022 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage 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. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. 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. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 186.87% and 30.55% for the three months ended September 30, 2023 and 2022, respectively, and % and % for the nine mo % for the nine months ended September 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets , penalties and interest, and non deductible M&A expenses . ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Series A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,850,000 Series A common stock in the aggregate. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the Three Months Ended September 30, 2023 2022 Series A Series B Series A Series B Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (44,630 ) $ — $ 521,937 $ 130,484 Denominator: Basic and diluted weighted average shares outstanding 10,935,691 1 30,000,000 7,500,000 Basic and diluted net (loss) income per common stock $ (0.00 ) $ — $ 0.02 0.02 For the Nine Months Ended September 30, 2023 2022 Series A Series B Series A Series B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 2,437,328 $ 391,373 $ (450,395 ) $ (119,927 ) Denominator: Basic and diluted weighted average shares outstanding 18,477,615 2,967,034 27,912,088 7,432,143 Basic and diluted net income (loss) per common stock $ 0.13 $ 0.13 $ (0.02 ) (0.02 ) 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,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluated its financial statements to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the grant date and re-valued non-current net-cash Warrants We account for warrants as either equity-classified or liability-classified instrumen t Share-based Compensation The Company adopted ASC Topic 718, “Compensation — Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Updated (“ASU”) No. 2020-06, 470-20) (Subtopic 815-40): (“ASU 2020-06”), ASU 2020-06 In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13– 2016-13”). This 2016-13 2016-13 Management does not beli ev ss e | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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 did not have any cash equivalents as of December 31, 2022 and 2021. The 22 2021. Marketable Securities Held in Trust Account At December 31, 2022, all of the Company’s investments held in the Trust Account are United States Treasury Bills classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest 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. Series A Common Stock Subject to Possible Redemption The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ACS Topic 480, “Distinguishing Liabilities from Equity.” Series A Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Series A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Series A common Stock are affected by charges against additional paid-in There was no change to the remeasurement of carrying value to redemption value from December 31, 2021 to December 31, 2022, the Series A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,100,000 ) Series A common stock issuance costs (16,699,058 ) Plus: Remeasurement of carrying value to redemption value 33,896,988 Series A common stock subject to possible redemption $ 309,097,930 Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 As of December 31, 2022 and 2021, there were $0 and $361,372 of deferred offer ing ed i Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage 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. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. 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. As of December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. T he Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax b enefits will materially change over the next twelve month s. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Series A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,850,000 Series A common stock in the aggregate. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Year Ended December 31, 2022 For the Period from (Inception) Through Series A Series B Series A Series B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 702,819 $ 184,099 $ — $ (1,793 ) Denominator: Basic and diluted weighted average shares outstanding 28,438,356 7,449,247 — 1,943,000 Basic and diluted net income (loss) per common stock $ 0.02 $ 0.02 $ — $ (0.00 ) 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,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluated its financial statements to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the grant date and re-valued non-current net-cash Warrants We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. Based on our assessment of the guidance, our warrants meet the criteria for equity classification and are recorded within stockholders’ equity. Share-based Compensation The Company adopted ASC Topic 718, “Compensation — valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of op Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Updated (“ASU”) No. 2020-06, 470-20) (Subtopic 815-40): (“ASU 2020-06”), ASU 2020-06 ASU 2020-06 ASU 2020-06 Management does not believe that any other recently issued, but not yet effe cti |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which include the partial exercise by the underwriters of their over-allotment option in the amount of 3,900,000 units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Series A common stock and one-half | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which include the partial exercise by the underwriters of their over-allotment option in the amount of 3,900,000 units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Series A common stock and one-half |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 13,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $13,850,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Series A common stock at a price of $11.50 per share, subject to adjustments (see Note 7). 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 will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Publi c O |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 25, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,187,500 shares of Series B common stock (the “Founder Shares”). On January 13, 2022, the Company effectuated a 1.044-for-1 stock The Sponsor, founders, executive officers and directors have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the completion of a Business Combination that results in all of the Company’s stockholders having the right to exchange their Series A common stock for cash, securities, or other property (except with respect to permitted transferees). Notwithstanding the foregoing, (x) if the last reported sale price of the Series A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day On October 25, 2021, the Sponsor transferred 250,000 Founder Shares to five director nominees (50,000 shares to each director nominee) for no consideration, to serve in his or her capacity as an independent director of the Company. The Company assigned the number of shares of Series B common stock of the Company, par value $0.0001 per share. The transfer of the Founders Shares to five director nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and expensed when earned. Shares granted to these directors are forfeited if their status as director is terminated for any reason prior to the date of the initial Business Combination and, as such, there has been no stock-based compensation expense recognized in the accompanying financial statements. On December 1, 2021, the Company and Apeiron Investment Group Ltd. (“Apeiron”) entered into an Agreement to which Apeiron will serve as an advisor to the Company in connection with identifying one or more businesses with which the Company may effectuate its Initial Business Combination. As consideration for Apeiron’s willingness to provide the service set forth in the Agreement, the Sponsor shall pay or transfer to Apeiron (or its designee) on behalf of the Company a non-refundable Promissory Note — Related Party On October 25, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to advance the Company up to $1,750,000 to fund the expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Initial Business Combination. In addition, our Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us additional funds as may be required. If the Company consummated an Initial Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The final terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of the Initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or its affiliates as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all Account L | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 25, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,187,500 shares of Series B common stock (the “Founder Shares”). On January 13, 2022, the Company effectuated a 1.044-for-1 stock The Sponsor, founders, executive officers and directors have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the completion of a Business Combination that results in all of the Company’s stockholders having the right to exchange their Series A common stock for cash, securities, or other property (except with respect to permitted transferees). Notwithstanding the foregoing, (x) if the last reported sale price of the Series A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day On October 25, 2021, the Sponsor transferred 250,000 Founder Shares to five director nominees (50,000 shares to each director nominee) for no consideration, to serve in his or her capacity as an independent director of the Company. The Company assigned the number of shares of Series B common stock of the Company, par value $0.0001 per share. The transfer of the Founders Shares to five director nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and expensed when earned. Shares granted to these directors are forfeited if their status as director is terminated for any reason prior to the date of the initial Business Combination and, as such, there has been no stock-based compensation expense recognized in the accompanying financial statements. On December 1, 2021, the Company and Apeiron Investment Group Ltd. (“Apeiron”) entered into an Agreement to which Apeiron will serve as an advisor to the Company in connection with identifying one or more businesses with which the Company may effectuate its Initial Business Combination. As consideration for Apeiron’s willingness to provide the service set forth in the Agreement, the Sponsor shall pay or transfer to Apeiron (or its designee) on behalf of the Company a non-refundable Promissory Note — Related Party On October 25, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to advance the Company up to $1,750,000 to fund the expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Initial Business Combination. In addition, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (collectively and including the $1,750,000 future commitment, the “Working Capital Loans”). If the Company consummated an Initial Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The final terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of the Initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or its affiliates as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. There are no Working Capital Loans outstanding as of December 31, 2022 |
Commitments
Commitments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments | NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 13, 2022, the holders of the Founder Shares, Private Placement Warrants, and any Private Placement Warrants that may be issued upon conversion of the Working Capital Loans (and any Series A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and conversion of Founder Shares) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 a 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 be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $6,000,000 in the aggregate, paid on the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Advisors On January 7, 2022, the Company and Farvahar Capital (“Farvahar”) entered into an agree ment Non-Redemption On or about April 4, 2023, the Company and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), entered into agreements(“Non-Redemption shares(“Non-Redeemed Series A common stock sold in its initial public offering (the “ Public Shares to (an “Extension”), subject to additional Extension(s) up to upon election by the Sponsor. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Shares through the Meeting. | NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 13, 2022, the holders of the Founder Shares, Private Placement Warrants, and any Private Placement Warrants that may be issued upon conversion of the Working Capital Loans (and any Series A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and conversion of Founder Shares) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 a 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 be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $6,000,000 in the aggregate, paid on the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Advisors On January 7, 2022, the Company and Farvahar Capital (“Farvahar”) entered into an agreement under which Farvahar served as an advisor to the Company in connection with the Initial Public Offering. Farvahar was engaged to represent the Company’s interests only and is independent of the underwriters. The underwriters reimbursed the Company for the fees payable to Farvahar in respect of the provision of such advisory services. The Company agreed to pay Farvahar a fee of 0.08% of the gross proceeds of the Initial Public Offering, including any exercise of the underwriters’ over-allotment option with respect to the Initial Public Offering or $240,000 in the aggregate. Farvahar did not act as an underwriter in connection with the Initial Public Offering; it did not identify or solicit potential investors in the Initial Public Offering. As of December 31, 2022, the Company received the reimbursement from the underwriters and paid Farvahar. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Series A Common Stock — Series B Common Stock — a 1.044-for-1 stock Holders of Series A common stock and Series B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Series B common stock will automatically convert into shares of Series A common stock concurrently or immediately following the consummation of an Initial Business Combination, on a one-for-one one-for-one Warrants — As of September 30, 2023 and December 31, 2022, there are outstanding Public Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) days after the consummation of a Business Combination or (b) months from the closing of the Initial Public Offering, provided in each case that there is an effective registration statement under the Securities Act covering the Series A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the public warrant agreement) and such shares are registered, qualified, or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Series A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Series A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Series A common stock upon exercise of a warrant unless Series A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Series A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company fails to have maintained an effective registration statement covering the issuance of the shares of Series A common stock issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the shares of Series A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and • if, and only if, the reported last sale price of the Series A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Series A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Series A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Series A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ per share of Series A common stock (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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Series A common stock during the trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $ per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to % of the greater of the Market Value and the Newly Issued Price, and the $ per share redemption trigger price will be adjusted (to the nearest cent) to be equal to % of the greater of the Market Value and the Newly Issued Price. As of September 30, 2023 and December 31, 2022, there are 13,850,000 Private Placement Warrants, The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (including the Series A common stock issuable upon the exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable | NOTE 7 — STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock — Series A Common Stock — Series B Common Stock — a 1.044-for-1 stock Holders of Series A common stock and Series B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Series B common stock will automatically convert into shares of Series A common stock concurrently or immediately following the consummation of an Initial Business Combination, on a one-for-one one-for-one Warrants — The Company will not be obligated to deliver any Series A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Series A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Series A common stock upon exercise of a warrant unless Series A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Series A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company fails to have maintained an effective registration statement covering the issuance of the shares of Series A common stock issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the shares of Series A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and • if, and only if, the reported last sale price of the Series A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Series A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Series A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination P holders of warrants will not receive any of such funds with respect to In addition, if (x) the Company issues additional shares of Series A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Series A common stock (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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Series A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a 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 greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. As of December 31, 2022 and 2021, there are 13,850,000 and 0 Private Placement Warrants, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (including the Series A common stock issuable upon the exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable |
IncomeTaxes
IncomeTaxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8—INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ — $ — Startup/Organization Expenses $ 388,575 $ — Total deferred tax assets 388,575 — Valuation allowance (388,575 ) — Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2022 and for the period from May 20, 2021 (inception) through December 31, 2021 consists of the following: December 31, For the Period Federal Current $ 823,991 $ — Deferred (388,575 ) — State Current — — Deferred — — Change in valuation allowance 388,575 — Income tax provision $ 823,991 $ — As of December 31, 2022 and 2021, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and for the period from May 20, 2021 (inception) through December 31, 2021, the change in the valuation allowance was $388,575 and $0, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, For the Statutory federal income tax rate 21.00 % 0.0 % State taxes, net of federal tax benefit 0.00 % 0.0 % Meals & entertainment 4.45 % 0.0 % Change in valuation allowance 22.71 % 0.0 % Income tax provision 48.16 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2023 Level Amount Assets: Marketable securities held in Trust Account 1 $ 36,466,121 December 31, 2022 Level Amount Assets: Marketable securities held in Trust Account 1 $ 309,790,455 | NOTE 9—FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2022 Level Amount Assets: Marketable securities held in Trust Account 1 $ 309,790,455 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subs e On October 14, 2023 and November 14, 2023, the Company issued non-interest bearing, unsecured promissory notes in the aggregate principal amount of , respectively, (the “Notes”) to the Sponsor. The was deposited into the Company’s trust account in order to extend the amount of time that the Company has available to complete a business combination. Upon the closing of a business combination by the Company, the Sponsor may elect to either receive repayment under the Notes or to convert all or a portion of the amount loaned under the Notes into Series A common stock of the Company at a price equal to $ per share. In the event that the Company does not complete a business combination, the amounts loaned under the Notes will be repaid to the Sponsor only from funds held outside the Trust Account or will be forfeited, eliminated, or otherwise forgiven. On October 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from October 19, 2023 to November 19, 2023. On November 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from November 19, 2023 to December 19, 2023. On D ecember On December 11, 2023, the Company made income tax payments for the tax year of 2022 and estimated income tax for the 2023 tax year in the amount of $881,627 and $918,000, respectively. On December 11, 2023, the Company filed its 2022 federal income tax return. On December 11, 2023, the Company, Abpro Merger Sub Corp., a Delaware corporation, and Abpro Corporation, a Delaware corporation, entered into a business combination agreement (the “Business Combination Agreement”). Please see the Form 8-K filed on December 12, 2023 for more information on the terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the Merger. On December 15, 2023, the Company held a special meeting of stockholders to propose an amendment to the Company’s amended and restated certificate of incorporation that extends the business combination period from December 19, 2023 to September 19, 2024. | NOTE 10—SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the 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 financial statements. |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X ge The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-Kas | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these financial statements is the determination of fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and 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 did not have any cash equivalents as of September 30, 2023 and December 31, 2022. The Company had $948,153 and $392,446 in cash at September 30, 2023 and December 31, 2022, respectively. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. The 22 2021. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2023 and December 31, 2022, all of the Company’s investments held in the Trust Account are invested in money market funds invested primarily in United States Treasuries and are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. As of September 30, 2023, the Company had spent approximately $1,500,000 On December , and December , , the Sponsor advanced the Company $ and $ , respectively, to fund the account for the funds used in operations. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on or prior to the 24-month | Marketable Securities Held in Trust Account At December 31, 2022, all of the Company’s investments held in the Trust Account are United States Treasury Bills classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest 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. |
Series A Common Stock Subject to Possible Redemption | Series A Common Stock Subject to Possible Redemption The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Series A Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2023 and December 31, 2022, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Series A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Series A common Stock are affected by charges against additional paid-in As of September 30, 2023 and December 31, 2022, the Series A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,100,000 ) Series A common stock issuance costs (16,699,058 ) Plus: Remeasurement of carrying value to redemption value 33,896,988 Series A common stock subject to possible redemption, December 31, 2022 $ 309,097,930 Less: Redemption (276,471,460 ) Plus: Remeasurement of carrying value to redemption value 3,942,803 Series A common stock subject to possible redemption, September 30, 2023 $ 36,569,273 | Series A Common Stock Subject to Possible Redemption The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ACS Topic 480, “Distinguishing Liabilities from Equity.” Series A Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Series A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Series A common Stock are affected by charges against additional paid-in There was no change to the remeasurement of carrying value to redemption value from December 31, 2021 to December 31, 2022, the Series A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,100,000 ) Series A common stock issuance costs (16,699,058 ) Plus: Remeasurement of carrying value to redemption value 33,896,988 Series A common stock subject to possible redemption $ 309,097,930 |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and As of September 30, 2023 and December 31, 2022 | Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 As of December 31, 2022 and 2021, there were $0 and $361,372 of deferred offer ing ed i |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage 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. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage 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. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. 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. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 186.87% and 30.55% for the three months ended September 30, 2023 and 2022, respectively, and % and % for the nine mo % for the nine months ended September 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets , penalties and interest, and non deductible M&A expenses . ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. 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. As of December 31, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. T he Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax b enefits will materially change over the next twelve month s. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Series A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,850,000 Series A common stock in the aggregate. As of September 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the Three Months Ended September 30, 2023 2022 Series A Series B Series A Series B Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (44,630 ) $ — $ 521,937 $ 130,484 Denominator: Basic and diluted weighted average shares outstanding 10,935,691 1 30,000,000 7,500,000 Basic and diluted net (loss) income per common stock $ (0.00 ) $ — $ 0.02 0.02 For the Nine Months Ended September 30, 2023 2022 Series A Series B Series A Series B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 2,437,328 $ 391,373 $ (450,395 ) $ (119,927 ) Denominator: Basic and diluted weighted average shares outstanding 18,477,615 2,967,034 27,912,088 7,432,143 Basic and diluted net income (loss) per common stock $ 0.13 $ 0.13 $ (0.02 ) (0.02 ) | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per common stock is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Series A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,850,000 Series A common stock in the aggregate. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net income (loss) per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Year Ended December 31, 2022 For the Period from (Inception) Through Series A Series B Series A Series B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 702,819 $ 184,099 $ — $ (1,793 ) Denominator: Basic and diluted weighted average shares outstanding 28,438,356 7,449,247 — 1,943,000 Basic and diluted net income (loss) per common stock $ 0.02 $ 0.02 $ — $ (0.00 ) |
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,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | 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,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluated its financial statements to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the grant date and re-valued non-current net-cash | Derivative Financial Instruments The Company evaluated its financial statements to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the grant date and re-valued non-current net-cash |
Warrants | Warrants We account for warrants as either equity-classified or liability-classified instrumen t | Warrants We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. Based on our assessment of the guidance, our warrants meet the criteria for equity classification and are recorded within stockholders’ equity. |
Share-based Compensation | Share-based Compensation The Company adopted ASC Topic 718, “Compensation — | Share-based Compensation The Company adopted ASC Topic 718, “Compensation — valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of op |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Updated (“ASU”) No. 2020-06, 470-20) (Subtopic 815-40): (“ASU 2020-06”), ASU 2020-06 In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13– 2016-13”). This 2016-13 2016-13 Management does not beli ev ss e | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Updated (“ASU”) No. 2020-06, 470-20) (Subtopic 815-40): (“ASU 2020-06”), ASU 2020-06 ASU 2020-06 ASU 2020-06 Management does not believe that any other recently issued, but not yet effe cti |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Series A common stock reflected in the balance sheet | As of September 30, 2023 and December 31, 2022, the Series A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,100,000 ) Series A common stock issuance costs (16,699,058 ) Plus: Remeasurement of carrying value to redemption value 33,896,988 Series A common stock subject to possible redemption, December 31, 2022 $ 309,097,930 Less: Redemption (276,471,460 ) Plus: Remeasurement of carrying value to redemption value 3,942,803 Series A common stock subject to possible redemption, September 30, 2023 $ 36,569,273 | There was no change to the remeasurement of carrying value to redemption value from December 31, 2021 to December 31, 2022, the Series A common stock reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,100,000 ) Series A common stock issuance costs (16,699,058 ) Plus: Remeasurement of carrying value to redemption value 33,896,988 Series A common stock subject to possible redemption $ 309,097,930 |
Schedule of the calculation of basic and diluted net loss per common stock | The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): For the Three Months Ended September 30, 2023 2022 Series A Series B Series A Series B Basic and diluted net (loss) income per common stock Numerator: Allocation of net (loss) income, as adjusted $ (44,630 ) $ — $ 521,937 $ 130,484 Denominator: Basic and diluted weighted average shares outstanding 10,935,691 1 30,000,000 7,500,000 Basic and diluted net (loss) income per common stock $ (0.00 ) $ — $ 0.02 0.02 For the Nine Months Ended September 30, 2023 2022 Series A Series B Series A Series B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 2,437,328 $ 391,373 $ (450,395 ) $ (119,927 ) Denominator: Basic and diluted weighted average shares outstanding 18,477,615 2,967,034 27,912,088 7,432,143 Basic and diluted net income (loss) per common stock $ 0.13 $ 0.13 $ (0.02 ) (0.02 ) | The following table reflects the calculation of basic and diluted net income (loss) per common stock (in dollars, except per share amounts): Year Ended December 31, 2022 For the Period from (Inception) Through Series A Series B Series A Series B Basic and diluted net income (loss) per common stock Numerator: Allocation of net income (loss), as adjusted $ 702,819 $ 184,099 $ — $ (1,793 ) Denominator: Basic and diluted weighted average shares outstanding 28,438,356 7,449,247 — 1,943,000 Basic and diluted net income (loss) per common stock $ 0.02 $ 0.02 $ — $ (0.00 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ — $ — Startup/Organization Expenses $ 388,575 $ — Total deferred tax assets 388,575 — Valuation allowance (388,575 ) — Deferred tax assets, net of allowance $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision for the year ended December 31, 2022 and for the period from May 20, 2021 (inception) through December 31, 2021 consists of the following: December 31, For the Period Federal Current $ 823,991 $ — Deferred (388,575 ) — State Current — — Deferred — — Change in valuation allowance 388,575 — Income tax provision $ 823,991 $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, For the Statutory federal income tax rate 21.00 % 0.0 % State taxes, net of federal tax benefit 0.00 % 0.0 % Meals & entertainment 4.45 % 0.0 % Change in valuation allowance 22.71 % 0.0 % Income tax provision 48.16 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Fair Value Measurements, Recurring and Nonrecurring | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2023 Level Amount Assets: Marketable securities held in Trust Account 1 $ 36,466,121 December 31, 2022 Level Amount Assets: Marketable securities held in Trust Account 1 $ 309,790,455 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2022 Level Amount Assets: Marketable securities held in Trust Account 1 $ 309,790,455 |
Description Of Organization A_2
Description Of Organization And Business Operations - Additional Information (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Nov. 14, 2023 | Oct. 14, 2023 | Apr. 18, 2023 | Aug. 16, 2022 | Jan. 13, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Shares issued price per share | $ 10 | $ 10 | ||||||||
Gross proceeds from initial public offer | $ 300,000,000 | |||||||||
Proceeds from Issuance of Private Placement | $ 0 | $ 0 | $ 13,850,000 | $ 13,850,000 | ||||||
Transaction Costs Of Issuance | 17,204,107 | |||||||||
Underwriting Fees Net Of Reimbursement By Underwriters | 5,760,000 | |||||||||
Reimbursement By Underwriters | 240,000 | |||||||||
Deferred Underwriting Commission Non Current | 10,500,000 | 10,500,000 | ||||||||
Cash deposited in Trust Account | $ 306,000,000 | $ 0 | 0 | $ 306,000,000 | 306,000,000 | |||||
Per share payment made to acquire restricted investments | 10.20% | |||||||||
Term of restricted investments | 185 days | |||||||||
Percentage of net assets in the trust account for which the business combination shall be effected | 80% | |||||||||
Temporary Equity, Redemption Price Per Share | $ 10.2 | |||||||||
Minimum Net worth Needed To Consummate Business Combination | $ 5,000,001 | $ 5,000,001 | ||||||||
Percentage Of Shares That Can Be Transferred Without Any Restriction | 15% | 15% | ||||||||
Percentage Of Shares Redeemable In Case Business Combination Is Not Consummated | 100% | 100% | ||||||||
Time Limit Within Which Business Combination Shall Be Consummated From The Date Of Initial Public Offering | 15 months | 15 months | ||||||||
Expenses payable on liquidation | $ 100,000 | $ 100,000 | ||||||||
Number Of Days Within Which Public Shares Shall Be Redeemed | 10 days | 10 days | ||||||||
Per share amount available for distribution | $ 10 | |||||||||
Per share amount to be maintained in the trust account for distribution | $ 10.2 | $ 10.2 | ||||||||
Other offering costs | $ 944,107 | |||||||||
Cash at bank | $ 948,153 | $ 392,446 | ||||||||
Working capital | 4,455,076 | $ 679,412 | ||||||||
Percentage of Federal excise tax on share buy back | 1% | |||||||||
Effective date for levy of federal excise tax on stock buy back | Jan. 01, 2023 | |||||||||
Common stock, shares outstanding | 7,503,750 | |||||||||
Excise tax liability | $ 2,764,714 | |||||||||
Percentage of shares redeemable | 1% | |||||||||
Unsecured Debt [Member] | Subsequent Event [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Cash deposited in Trust Account | $ 80,000 | $ 80,000 | ||||||||
Debt instrument face value | 80,000 | 80,000 | ||||||||
Unsecured Debt [Member] | Asset, Held-in-Trust [Member] | Subsequent Event [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Cash deposited in Trust Account | $ 80,000 | $ 80,000 | ||||||||
Minimum [Member] | Post Business Combination [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 50% | |||||||||
Private Placement Warrants [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 13,850,000 | 13,850,000 | ||||||||
IPO [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 30,000,000 | 30,000,000 | ||||||||
Over-Allotment Option [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 3,900,000 | 3,900,000 | ||||||||
Common stock, shares outstanding | 7,503,750 | |||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Class of warrants or rights issued during the period units | 13,850,000 | |||||||||
Class of warrants or rights issue price per unit | $ 1 | $ 1 | ||||||||
Proceeds from Issuance of Private Placement | $ 13,850,000 | |||||||||
Common Class A [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Shares issued price per share | $ 10 | |||||||||
Temporary Equity, Redemption Price Per Share | $ 10.41 | $ 10.3 | $ 10.64 | $ 10.3 | ||||||
Temporary equity stock redeemed during the period shares | 26,564,308 | |||||||||
Common stock, shares outstanding | 0 | 7,499,999 | 0 | |||||||
Temporary equity shares outstanding | 0 | 3,435,692 | 30,000,000 | |||||||
Common stock shares redeemable | 26,564,308 | |||||||||
Common stock value redeemable | $ 276,471,460 | |||||||||
Common Class A [Member] | Unsecured Debt [Member] | Subsequent Event [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10.2 | $ 10.2 | ||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Conversion of shares converted | 7,499,999 | |||||||||
Temporary equity shares outstanding | 10,935,691 | |||||||||
Common Class A [Member] | IPO [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 30,000,000 | |||||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 3,900,000 | |||||||||
Common Class B [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Common stock, shares outstanding | 7,503,750 | 1 | 7,500,000 | |||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Conversion of permanent equity into temporary equity shares | 7,499,999 | |||||||||
Common stock, shares outstanding | 1 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies -Schedule of Series A common stock reflected in the balance sheet (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||||||
Gross proceeds | $ 300,000,000 | ||||||
Less: Proceeds allocated to Public Warrants | (8,100,000) | ||||||
Less: Series A common stock issuance costs | (16,699,058) | ||||||
Plus: Remeasurement of carrying value to redemption value | $ 207,556 | $ 1,180,703 | $ 2,554,544 | $ 1,103,021 | $ 30,799,058 | $ 3,942,803 | 33,896,988 |
Plus: Series A common stock subject to possible redemption | $ 36,569,273 | 36,569,273 | $ 309,097,930 | ||||
Less: Redemption | $ (276,471,460) |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Schedule of the calculation of basic and diluted net loss per common stock (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |||
Numerator: | ||||||||||||
Allocation of net income (loss), as adjusted | $ (44,630) | $ 802,803 | $ 2,070,528 | $ 652,421 | $ (196,919) | $ (1,025,824) | $ (1,793) | $ 2,828,701 | $ (570,322) | $ 886,918 | ||
Common Class A [Member] | ||||||||||||
Numerator: | ||||||||||||
Allocation of net income (loss), as adjusted | $ (44,630) | $ 521,937 | $ 0 | $ 2,437,328 | $ (450,395) | $ 702,819 | ||||||
Denominator: | ||||||||||||
Weighted average shares outstanding, basic | 10,935,691 | 30,000,000 | 0 | 18,477,615 | 27,912,088 | 28,438,356 | ||||||
Weighted average shares outstanding, diluted | 10,935,691 | 30,000,000 | 0 | 18,477,615 | 27,912,088 | 28,438,356 | ||||||
Basic and diluted income (loss) per share, basic | $ 0 | $ 0.02 | $ 0 | $ 0.13 | $ (0.02) | $ 0.02 | ||||||
Basic and diluted income (loss) per share, diluted | $ 0 | $ 0.02 | $ 0 | $ 0.13 | $ (0.02) | $ 0.02 | ||||||
Common Class B [Member] | ||||||||||||
Numerator: | ||||||||||||
Allocation of net income (loss), as adjusted | $ 0 | $ 130,484 | $ (1,793) | $ 391,373 | $ (119,927) | $ 184,099 | ||||||
Denominator: | ||||||||||||
Weighted average shares outstanding, basic | 1 | 7,500,000 | 1,943,000 | 2,967,034 | 7,432,143 | 7,449,247 | ||||||
Weighted average shares outstanding, diluted | 1 | 7,500,000 | 1,943,000 | 2,967,034 | 7,432,143 | 7,449,247 | ||||||
Basic and diluted income (loss) per share, basic | $ 0 | $ 0.02 | $ 0 | [1] | $ 0.13 | $ (0.02) | $ 0.02 | [1] | ||||
Basic and diluted income (loss) per share, diluted | $ 0 | $ 0.02 | $ 0 | [1] | $ 0.13 | $ (0.02) | $ 0.02 | [1] | ||||
[1]Excludes up to 978,750 shares of Series B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Notes 5 and 7). All share and per-share amounts have been retroactively restated to reflect the stock split. On January 18, 2022, the underwriters partially exercised their over-allotment option, hence, 975,000 Founder Shares are no longer subject to forfeiture since then and the remaining unexercised portion of such over-allotment option, an aggregate of 3,750 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding (see Note 5). |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 11, 2023 | Dec. 08, 2023 | Jan. 19, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash Equivalents | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Cash | 948,153 | $ 0 | 948,153 | 392,446 | |||||
Federal Deposit Insurance Corporation coverage | $ 250,000 | $ 250,000 | $ 250,000 | ||||||
Effective Income Tax Rate | 186.87% | 30.55% | 0% | 27.88% | (105.99%) | 48.16% | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 28,850,000 | 28,850,000 | 28,850,000 | ||||||
Offering costs | $ 17,204,107 | ||||||||
Offering costs allocated in temporary equity | 16,699,058 | ||||||||
Offering costs allocated in shareholders equity | $ 505,049 | ||||||||
Deferred offering costs | $ 0 | $ 361,372 | $ 0 | $ 0 | |||||
Remeasurement of carrying value to redemption value adjustment | $ 0 | ||||||||
Statutory tax rate | 0% | 21% | 21% | 21% | |||||
Proceeds from sale of trust assets to pay expenses | $ 1,500,000 | ||||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||||
Advances from related party | $ 1,630,000 | $ 10,000 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Jan. 13, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Sale of stock issue price per share | $ 10 | $ 10 | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Sale of stock issue price per share | $ 10 | ||
Public Warrant [Member] | Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Conversion Basis | Each Unit consists of one share of the Company’s Series A common stock and one-half of one redeemable warrant (“Public Warrant”). | Each Unit consists of one share of the Company’s Series A common stock and one-half of one redeemable warrant (“Public Warrant”). | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | |
Class of warrants or rights exercise price per share | $ 11.5 | $ 11.5 | |
IPO [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 30,000,000 | 30,000,000 | |
IPO [Member] | Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 30,000,000 | ||
Over-Allotment Option [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 3,900,000 | 3,900,000 | |
Over-Allotment Option [Member] | Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during the period shares | 3,900,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Private Placement [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 |
Class of warrants or rights exercise price per share | $ 11.5 | $ 11.5 |
Sponsor [Member] | ||
Private Placement [Line Items] | ||
Class of warrants or rights warrants issued during the period units | 13,850,000 | 13,850,000 |
Class of warrants or rights warrants issued issue price per warrant | $ 1 | $ 1 |
Proceeds from the issuance of warrants | $ 13,850,000 | $ 13,850,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 13, 2022 $ / shares shares | Dec. 01, 2021 USD ($) $ / shares shares | Oct. 25, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Apr. 18, 2023 shares | ||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period for services value | $ | [1] | $ 25,000 | ||||||
Stock split ratio | 1.044 | |||||||
Common stock, shares outstanding | 7,503,750 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | ||||||
Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding | 7,503,750 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 978,750 | |||||||
Stock issued during period shares new issues | 3,900,000 | 3,900,000 | ||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Other Commitment | $ | $ 1,750,000 | $ 1,750,000 | ||||||
Future commitment | $ | 1,750,000 | |||||||
Working capital loans convertible into equity warrants | $ | $ 1,500,000 | $ 1,500,000 | ||||||
Debt instrument conversion price per share | $ / shares | $ 1 | $ 1 | ||||||
Working Capital Loans outstanding | $ | 0 | $ 0 | $ 0 | |||||
Sponsor [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt instrument face value | $ | $ 250,000 | |||||||
Notes payable to related party classified as current | $ | 100,277 | 0 | ||||||
Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable to related party classified as current | $ | $ 100,277 | |||||||
Related Party [Member] | Promissory Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable to related party classified as current | $ | $ 0 | $ 0 | ||||||
Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding | 7,503,750 | 1 | 7,500,000 | |||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 3,750 | |||||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding | 1 | |||||||
Common Class A [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock, shares outstanding | 0 | 7,499,999 | 0 | |||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period shares new issues | 3,900,000 | |||||||
Common Class A [Member] | Sponsor [Member] | Restriction on Transfer of Sponsor Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ / shares | $ 12 | $ 12 | ||||||
Lock in period of shares | 1 year | 1 year | ||||||
Number of trading days for determining share price | 20 days | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days | 30 days | ||||||
Waiting period after which the share trading days are considered | 150 days | 150 days | ||||||
Founder Shares [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock split ratio | 1.044 | 1.044 | ||||||
Common stock, shares outstanding | 7,503,750 | |||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Share price | $ / shares | $ 0.0001 | |||||||
Stock issued during period shares new issues | 250,000 | |||||||
Founder Shares [Member] | Common Class B [Member] | Director [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued during period shares new issues | 50,000 | |||||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period for services shares | 7,187,500 | |||||||
Fee Shares [Member] | Common Class B [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period for services value | $ | $ 362,500 | |||||||
Stock shares issued during the period for services shares | 50,000 | 50,000 | 50,000 | |||||
Shares Issued, Price Per Share | $ / shares | $ 7.25 | |||||||
Stock- based compensation expense | $ | $ 362,500 | |||||||
Fee Shares [Member] | Common Class B [Member] | Sponsor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock shares issued during the period for services value | $ | $ 25,000 | |||||||
[1]Includes up to 978,750 shares of Series B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). On January 13, 2022, the Company effectuated a 1.044-for-1 stock split, resulting in an aggregate of 7,503,750 Founder Shares outstanding (see Notes 5 and 7). All share and per-share amounts have been retroactively restated to reflect the stock split. On January 18, 2022, the underwriters partially exercised their over-allotment option, hence, 975,000 Founder Shares are no longer subject to forfeiture since then and the remaining unexercised portion of such over-allotment option, an aggregate of 3,750 Founder Shares were forfeited, resulting in an aggregate of 7,500,000 Founder Shares outstanding (see Note 5). |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Apr. 04, 2023 | Jan. 07, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||||
Underwriting discount per share | $ 0.2 | $ 0.2 | ||
Payment of underwriting discount | $ 6,000,000 | $ 6,000,000 | ||
Deferred underwriting discount per share | $ 0.35 | $ 0.35 | ||
Deferred underwriting commission | $ 10,500,000 | $ 10,500,000 | ||
percentage of advisory service fee | $ 0.08 | |||
advisory service fee | $ 240,000 | |||
Non Redemption Agreement [Member] | Common Class A [Member] | ||||
Other Commitments [Line Items] | ||||
Number of shares not available for Redemption | 3,300,900 | |||
Threshold date for consummation of business combination one | Apr. 19, 2023 | |||
Threshold date for consummation of business combination two | Oct. 19, 2023 | |||
Threshold date for consummation of business combination three | Dec. 19, 2023 | |||
Interse transfer of shares to be made | 825,225 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) | 9 Months Ended | 12 Months Ended | |||
Jan. 13, 2022 $ / shares shares | Oct. 25, 2021 $ / shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Common stock, shares outstanding | 7,503,750 | ||||
Stock split ratio | 1.044 | ||||
Number of days after consummation of business combination within which the securities shall be registered | 20 days | 20 days | |||
Number of days after which business combination within which securities registration shall be effective | 60 days | 60 days | |||
Shares Issued, Price Per Share | $ / shares | $ 10 | $ 10 | |||
From The Completion Of Business Combination [Member] | |||||
Class of Stock [Line Items] | |||||
Number of days after which business combination within which securities registration shall be effective | 61 days | 61 days | |||
From The Completion Of Initial Public Offer [Member] | |||||
Class of Stock [Line Items] | |||||
Number of days after which business combination within which securities registration shall be effective | 60 days | 60 days | |||
Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Class of warrants or rights outstanding | 15,000,000 | 15,000,000 | 0 | ||
Class of warrants or rights redemption price per unit | $ / shares | $ 0.01 | $ 0.01 | |||
Minimum notice period to be given to the holders of warrants | 30 days | 30 days | |||
Public Warrants [Member] | From The Completion Of Business Combination [Member] | |||||
Class of Stock [Line Items] | |||||
Period after which the warrants are exercisable | 12 months | 12 months | |||
Public Warrants [Member] | From The Completion Of Initial Public Offer [Member] | |||||
Class of Stock [Line Items] | |||||
Period after which the warrants are exercisable | 30 days | 30 days | |||
Private Placement Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Class of warrants or rights outstanding | 13,850,000 | 13,850,000 | 0 | ||
Class of warrants or rights lock in period | 30 days | 30 days | |||
Founder Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding | 7,503,750 | ||||
Percentage of common stock issued and outstanding | 20% | 20% | |||
Stock split ratio | 1.044 | 1.044 | |||
Common Stock, Conversion Basis | one-for-one | one-for-one | |||
Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares outstanding | 7,503,750 | ||||
shares are subject to forfeiture | 978,500 | 978,500 | |||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 978,750 | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | one vote | one vote | |||
Common stock, shares issued | 7,499,999 | 0 | 0 | ||
Common stock, shares outstanding | 7,499,999 | 0 | 0 | ||
Temporary equity shares outstanding | 3,435,692 | 30,000,000 | 0 | ||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||
Common Class A [Member] | Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Share price | $ / shares | $ 18 | $ 18 | |||
Number of trading days for determining the share price | 20 days | 20 days | |||
Number of consecutive trading days for determining the share price | 30 days | 30 days | |||
Shares Issued, Price Per Share | $ / shares | $ 9.2 | $ 9.2 | |||
Proceeds from equity used for funding business combination as a percentage of the total | 60% | 60% | |||
Volume weighted average price of shares | $ / shares | $ 9.2 | $ 9.2 | |||
per share redemption trigger price | $ / shares | $ 18 | $ 18 | |||
Common Class A [Member] | Public Warrants [Member] | Adjusted Exercise Price One [Member] | |||||
Class of Stock [Line Items] | |||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115% | 115% | |||
Common Class A [Member] | Public Warrants [Member] | Adjusted Exercise Price Two [Member] | |||||
Class of Stock [Line Items] | |||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180% | 180% | |||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | one vote | one vote | |||
Common stock, shares issued | 1 | 7,500,000 | 7,503,750 | ||
Common stock, shares outstanding | 1 | 7,500,000 | 7,503,750 | ||
Percentage of common stock issued and outstanding | 20% | 20% | |||
Common Class B [Member] | Founder Shares [Member] | |||||
Class of Stock [Line Items] | |||||
Share price | $ / shares | $ 0.0001 | ||||
Common Class B [Member] | Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 3,750 |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets [Abstract] | ||
Net operating loss carryforward | $ 0 | $ 0 |
Startup/Organization Expenses | 388,575 | 0 |
Total deferred tax assets | 388,575 | 0 |
Valuation allowance | (388,575) | 0 |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of the provision for income taxes (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Federal | ||||||
Current | $ 0 | $ 823,991 | ||||
Deferred | 0 | (388,575) | ||||
State | ||||||
Current | 0 | 0 | ||||
Deferred | 0 | 0 | ||||
Change in the valuation allowance | 0 | 388,575 | ||||
Income tax provision | $ 96,005 | $ 287,034 | $ 0 | $ 1,093,646 | $ 293,453 | $ 823,991 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||||
Statutory federal income tax rate | 0% | 21% | 21% | 21% | ||
State taxes, net of federal tax benefit | 0% | 0% | ||||
Meals & entertainment | 0% | 4.45% | ||||
Change in valuation allowance | 0% | 22.71% | ||||
Income tax provision | 186.87% | 30.55% | 0% | 27.88% | (105.99%) | 48.16% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Change in the valuation allowance | $ 0 | $ 388,575 |
Federal And State Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carry forwards | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements, Recurring and Nonrecurring (Details) - Asset Held In Trust [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 36,466,121 | $ 309,790,455 |
Level [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 1 | $ 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 11, 2023 | Dec. 08, 2023 | Nov. 14, 2023 | Oct. 14, 2023 | Jan. 13, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||||
Cash deposited in Trust Account | $ 306,000,000 | $ 0 | $ 0 | $ 306,000,000 | $ 306,000,000 | ||||
Subsequent Event [Member] | Unsecured Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument face value | $ 80,000 | $ 80,000 | |||||||
Cash deposited in Trust Account | $ 80,000 | $ 80,000 | |||||||
Subsequent Event [Member] | Sponsor [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Advances from related party | $ 1,630,000 | $ 10,000 | |||||||
Subsequent Event [Member] | Common Class A [Member] | Unsecured Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 10.2 | $ 10.2 | |||||||
Subsequent Event [Member] | Tax Year 2022 [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment of income tax | 881,627 | ||||||||
Subsequent Event [Member] | Tax Year 2023 [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment of income tax | $ 918,000 |