Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Pershing Square SPARC Holdings, Ltd./DE | |
Entity Central Index Key | 0001895582 | |
Entity File Number | 000-56597 | |
Entity Tax Identification Number | 87-3427627 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Shell Company | true | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Address, Address Line One | 787 Eleventh Avenue | |
Entity Address, Address Line Two | Ninth Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 813-3700 | |
Entity Common Stock, Shares Outstanding | 422,533 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 30,344,662 | $ 9,887 |
Prepaid expenses | 18,860 | 13,364 |
Other receivables | 271 | |
Total Current Assets | 30,363,522 | 23,522 |
Cash held in segregated account | 5,001,000 | |
Total Assets | 35,364,522 | 23,522 |
Current Liabilities: | ||
Accrued expenses | 5,365,670 | 734,503 |
Total Current Liabilities | 5,365,670 | 734,503 |
Total Liabilities | 46,529,101 | 734,503 |
Stockholders' Equity/(Deficit) | ||
Common Stock, $0.0001 par value; 3,000,000,000 shares authorized and 422,533 issued and outstanding at September 30, 2023; 500,000 authorized and 399,965 issued and outstanding at December 31, 2022 | 42 | 40 |
Additional paid-in capital | 4,225,288 | 3,999,610 |
Accumulated deficit | (15,389,909) | (4,710,631) |
Total Stockholders' Equity/(Deficit) | (11,164,579) | (710,981) |
Total Liabilities And Stockholders' Equity/(Deficit) | 35,364,522 | $ 23,522 |
Advisory Warrants [Member] | ||
Current Liabilities: | ||
Warrants and rights outstanding | 3,000,000 | |
Sponsor Warrants [Member] | ||
Current Liabilities: | ||
Warrants and rights outstanding | $ 38,163,431 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 3,000,000,000 | 500,000 |
Common stock shares issued | 422,533 | 399,965 |
Common stock shares outstanding | 422,533 | 399,965 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Interest income | $ 1 | $ 2 | $ 1 | |
Compensation expense from Advisor Warrants | $ (3,000,000) | (3,000,000) | ||
Legal fees | (732,453) | (756,221) | (2,994,149) | (1,347,800) |
Accounting and tax expense | (416,000) | (19,500) | (544,000) | (64,500) |
Printing fees | (213,804) | (126,866) | (413,804) | (133,861) |
Other expenses | (191,864) | (375,697) | ||
Consulting fees | (23,225) | (7,909) | (1,060,025) | (7,909) |
Research expense | (5,482) | (2,923) | (16,279) | (2,923) |
Franchise tax expense | (2,167) | (1,104) | (4,375) | (1,778) |
Income/(Loss) from operations | (4,584,995) | (914,522) | (8,408,327) | (1,558,770) |
Change in fair value of Sponsor Warrants liability | (2,270,951) | (2,270,951) | ||
Other income/(loss) | (2,270,951) | (2,270,951) | ||
Net loss | $ (6,855,946) | $ (914,522) | $ (10,679,278) | $ (1,558,770) |
Weighted average common shares outstanding, Basic | 422,533 | 201,630 | 413,688 | 108,011 |
Weighted average common shares outstanding, Diluted | 422,533 | 201,630 | 413,688 | 108,011 |
Basic net loss per common share | $ (16.23) | $ (4.54) | $ (25.81) | $ (14.43) |
Diluted net loss per common share | $ (16.23) | $ (4.54) | $ (25.81) | $ (14.43) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT) - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ (1,750,683) | $ 2 | $ 236,598 | $ (1,987,283) |
Beginning Balance, share at Dec. 31, 2021 | 23,660 | |||
Issuance of Common Stock to Sponsor (Value) | 1,735,280 | $ 18 | 1,735,262 | |
Issuance of Common Stock to Sponsor (Shares) | 173,528 | |||
Net loss | (644,248) | (644,248) | ||
Ending Balance at Jun. 30, 2022 | (659,651) | $ 20 | 1,971,860 | (2,631,531) |
Ending Balance, share at Jun. 30, 2022 | 197,188 | |||
Beginning Balance at Dec. 31, 2021 | (1,750,683) | $ 2 | 236,598 | (1,987,283) |
Beginning Balance, share at Dec. 31, 2021 | 23,660 | |||
Net loss | (1,558,770) | |||
Ending Balance at Sep. 30, 2022 | (756,883) | $ 28 | 2,789,142 | (3,546,053) |
Ending Balance, share at Sep. 30, 2022 | 278,917 | |||
Beginning Balance at Jun. 30, 2022 | (659,651) | $ 20 | 1,971,860 | (2,631,531) |
Beginning Balance, share at Jun. 30, 2022 | 197,188 | |||
Issuance of Common Stock to Sponsor (Value) | 817,290 | $ 8 | 817,282 | |
Issuance of Common Stock to Sponsor (Shares) | 81,729 | |||
Net loss | (914,522) | (914,522) | ||
Ending Balance at Sep. 30, 2022 | (756,883) | $ 28 | 2,789,142 | (3,546,053) |
Ending Balance, share at Sep. 30, 2022 | 278,917 | |||
Beginning Balance at Dec. 31, 2022 | (710,981) | $ 40 | 3,999,610 | (4,710,631) |
Beginning Balance, share at Dec. 31, 2022 | 399,965 | |||
Issuance of Common Stock to Sponsor (Value) | 225,680 | $ 2 | 225,678 | |
Issuance of Common Stock to Sponsor (Shares) | 22,568 | |||
Net loss | (3,823,332) | (3,823,332) | ||
Ending Balance at Jun. 30, 2023 | (4,308,633) | $ 42 | 4,225,288 | (8,533,963) |
Ending Balance, share at Jun. 30, 2023 | 422,533 | |||
Beginning Balance at Dec. 31, 2022 | (710,981) | $ 40 | 3,999,610 | (4,710,631) |
Beginning Balance, share at Dec. 31, 2022 | 399,965 | |||
Net loss | (10,679,278) | |||
Ending Balance at Sep. 30, 2023 | (11,164,579) | $ 42 | 4,225,288 | (15,389,909) |
Ending Balance, share at Sep. 30, 2023 | 422,533 | |||
Beginning Balance at Jun. 30, 2023 | (4,308,633) | $ 42 | 4,225,288 | (8,533,963) |
Beginning Balance, share at Jun. 30, 2023 | 422,533 | |||
Net loss | (6,855,946) | (6,855,946) | ||
Ending Balance at Sep. 30, 2023 | $ (11,164,579) | $ 42 | $ 4,225,288 | $ (15,389,909) |
Ending Balance, share at Sep. 30, 2023 | 422,533 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (10,679,278) | $ (1,558,770) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Compensation expense from Advisor Warrants | 3,000,000 | |
Change in fair value of Sponsor Warrants liability | 2,270,951 | |
(Increase)/decrease in operating assets: | ||
Prepaid expenses | (5,496) | (18,852) |
Other receivables | 271 | 175 |
Increase/(decrease) in operating liabilities | ||
Accrued expenses | 4,631,167 | (974,794) |
Net cash used in operating activities | (782,385) | (2,552,241) |
Cash flows from financing activities: | ||
Proceeds from sales of Common Stock to Sponsor | 225,680 | 2,552,570 |
Proceeds from sale of Sponsor Warrants to Sponsor | 35,892,480 | |
Net cash provided by financing activities | 36,118,160 | 2,552,570 |
Net change in cash and cash equivalents and cash held in segregated account | 35,335,775 | 329 |
Cash and cash equivalents and cash held in segregated account—beginning of period | 9,887 | 9,825 |
Cash and cash equivalents and cash held in segregated account—end of period | $ 35,345,662 | $ 10,154 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1—Description of Organization and Business Operations Organization and General Pershing Square SPARC Holdings, Ltd. (the “Company”) was incorporated on November 3, 2021 in the State of Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other business combination transaction 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 emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company’s registration statement (the “Prospectus”) for the distribution of up to 61,111,111 subscription warrants (the “SPARs”), each exercisable for two Public Shares (defined below) at a minimum exercise price of $10.00 per share, was declared effective by the Securities and Exchange Commission (“SEC”) on September 29, 2023 (the “Registration”) and the distribution was effective as of September 30, 2023. As of September 30, 2023, the Company recorded the full amount of SPARs, as issued and owned, with Continental Stock Transfer & Trust, as the SPAR rights agent (the “Rights Agent”) for the benefit of DTC participants and registered owners of PSTH (defined below). As of October 31, 2023, the Rights Agent verified the SPARs position at each DTC participant or registered owner, and the final SPAR register currently presents 60,971,015 SPAR s The common shares of the surviving entity of the Business Combination, which, depending on the form the Business Combination takes, may be the Company or any entity other than the Company (the “Surviving Corporation”), are referred to as the “Public Shares”. All activity for the period from November 3, 2021 (inception) through September 30, 2023 relates to the Company’s formation, the Registration and the search for a Business Combination from and after effectiveness of the Registration. The Company may generate non-operating year-end. The Company’s sponsor is Pershing Square SPARC Sponsor, LLC (“Sponsor”), a Delaware limited liability company organized on November 4, 2021. The Sponsor is an affiliate of Pershing Square Capital Management, L.P. (“PSCM”), a registered investment advisor under the Investment Advisers Act of 1940, as amended. The Sponsor is wholly owned by Pershing Square Holdings, Ltd., a Guernsey company, Pershing Square, L.P., a Delaware limited partnership, and Pershing Square International, Ltd., a Cayman Islands exempted company, each of which is an investment fund managed by PSCM (collectively the “Pershing Square Funds”). The Sponsor is also an affiliate of Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“PSTH”), which was a special purpose acquisition company (“SPAC”) that did not enter into an initial business combination within the prescribed time period and redeemed all of its Class A common stock and subsequently dissolved. Board of Directors, Committees of the Board & Advisory Board The Company’s board of directors (the “Board”) is comprised of Mr. William A. Ackman, Dr. Jennifer Blouin, Ms. Kathryn Judge and Ms. Linda Rottenberg. All directors other than Mr. Ackman are independent and were appointed on September 29, 2023. Mr. Ackman is the Chairman of the Board and Chief Executive Officer. The Board established an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee. The committees are comprised solely of the independent directors of the Company. The Board also established an Advisory Board which is comprised of Ms. Lisa Gersh, Mr. Michael Ovitz and Ms. Jacqueline Dawn Reses. Financing On October 31, 2023, the Company had 60,971,015 SPARs outstanding on the Rights Agent register, issued o n as disclosed in Note 7. the Company will announce the final exercise price (the “Final Exercise Price”) of the SPARs. Following entry into the Definitive Agreement, the Company will file a registration statement (the “Business Combination Registration Statement”) that will include information regarding the proposed Business Combination, and the Company will seek to satisfy substantially all express closing conditions contained in the Definitive Agreement, other than those that can only be satisfied as of a later date (the “Disclosure Period Closing Conditions”). Following the satisfaction or waiver of the Disclosure Period Closing Conditions and the Business Combination Registration Statement becoming effective and being mailed to the holders of SPARs, holders will have 20 business days (the “SPAR Holder Election Period”) to submit an irrevocable notice of their election to purchase Public Shares (an “Election”), and to submit their exercise payment to be held in a custodial account controlled by an independent custodian (the “Custodial Account”). Following the SPAR Holder Election Period, the Company will have up to 10 business days (the “Closing Period”) to assess whether all remaining closing conditions are satisfied (the “Final Closing Conditions”) and whether to proceed with the proposed Business Combination, abandon the Business Combination, or in certain limited circumstances, extend the Closing Period to a date that is no later than 10 months from the start of the SPAR Holder Election Period. If the Final Closing Conditions are satisfied, the Business Combination will be consummated (the “Closing”) and the SPARs will automatically be exercised concurrently therewith. In certain circumstances, Elections may be revoked, and the periods may be postponed, extended or terminated, as described in the Prospectus. The Company will finance the Business Combination with proceeds from the exercise of the SPARs, a minimum of $1,219,420,300 if all SPARs are issued and exercised, and from the proceeds of the Forward Purchase Shares (defined in Note 4). The proceeds from private placement sales to the Sponsor of 422,533 shares of common stock at $10.00 per share (the “Common Stock”), for an aggregate purchase price of $4,225,330 (the “Sponsor Shares”) and the Sponsor Warrants, for an aggregate purchase price of $35,892,480, will be used to fund operating expenses, with any remaining amount to be used in connection with the Business Combination. The Sponsor Shares will be identical to the Public Shares, except that they will be subject to certain transfer restrictions and have certain registration rights. Segregated Account Of the total proceeds from the sale of the Sponsor Shares and Sponsor Warrants, $5,001,000 was deposited in a segregated account (the “Segregated Account”) to be held as cash and will not be released until the earlier of the Closing or the Company’s liquidation. The remainder of the proceeds were placed in the Company’s operating account and held as unrestricted cash to pay for ongoing expenses (such as business, legal, accounting, and due diligence costs related to prospective acquisitions, and continuing general and administrative expenses). Custodial Account The funds received in connection with the submission of Elections will be held in a Custodial Account and will be held in cash or, at the election of the Company, invested solely in U.S. Treasury obligations (which are United States “government securities” within the meaning of Section 2 (a) (16) of the Investment Company Act) having a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 The proceeds from the submission of SPAR exercise payments will remain in a Custodial Account (and will not be released) until the consummation of the Business Combination for use in connection therewith or the liquidation of the Company due to the failure to consummate a Business Combination during the Closing occurred In connection with the consummation of the Business Combination, all amounts held in the Custodial Account will be released to the Company. The Company will use these funds to pay all or a portion of the consideration payable to the target or owners of the target of the Business Combination and to pay other expenses associated with the Business Combination. If the Business Combination is paid for using equity or debt instruments, or not all of the funds released from the Custodial Account are used for payment of the consideration in connection with the Business Combination, the Company may apply the balance of the cash released to the Company from the Custodial Account for general corporate purposes, including maintenance or expansion of operations of post-combination businesses, the payment of principal or interest due on indebtedness incurred in completing the Business Combination, to fund the purchase of other companies or make other investments, or for working capital. The proceeds deposited in the Custodial Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of holders of the Public Shares. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the sale of the Sponsor Shares and Sponsor Warrants and from the exercise under the Forward Purchase Agreements (defined in Note 4), although substantially all proceeds are intended to be generally applied toward operating expenses in connection with identifying and consummating a Business Combination. The Company will enter into a Business Combination with a target business having a value of at least 80% of the aggregate proceeds from the exercise of all SPARs at the Final Exercise Price, and intends to enter into a Business Combination with a target business of greater value than the proceeds available from the exercise of the SPARs. The Company may not enter into a Business Combination with another blank check or similar company. Subject to these restrictions, management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses. The Business Combination may be structured in a variety of ways, including, but not limited to, a merger, capital stock exchange, asset acquisition, stock purchase, or reorganization and will be structured so that the Company is not required to register as an investment company under the Investment Company Act. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company will comply with applicable requirements under Delaware law and, if and as applicable, the rules of the OTCQX marketplace of the OTC Markets Group. The Company will obtain any required stockholder approvals following the effectiveness of the Business Combination Registration Statement, at which time the Sponsor, as owner of the Sponsor Shares, will be the Company’s sole stockholder. Accordingly, the holders of SPARs will not have the opportunity to vote in favor of or against the proposed Business Combination or on any other matter submitted to a vote of stockholders. If the holders of the SPARs disapprove of the proposed transaction, their recourse will be limited to selling or choosing not to exercise their SPARs. The SPARs will expire upon the earlier of (i) an Early Termination, (ii) Closing and (iii) September 30, 2033. If the Company is unable to complete its Business Combination and the SPARs expire, the Company, subject to the approval of the stockholders and the Company’s Board, will dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Any remaining assets of the Company will be distributed to the holders of the Sponsor Shares, which are expected to consist solely of the Sponsor in its capacity as the holder of the Sponsor Shares, subject to applicable law. Prior to the Company’s dissolution, funds held in the Custodial Account, if such event occurs, will be returned to all electing SPAR holders who have submitted payment on a pro-rata In the event of a liquidation, dissolution or winding up of the Company after a Business Combination, the stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares having preference over the Company’s Common Stock, if any. Stockholders have no preemptive or other rights. There are no sinking fund provisions applicable to the Common Stock or the Public Shares. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The financial information provided is unaudited. In the opinion of management, the accompanying financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the Company’s financial position, operating results and cash flows for the periods presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full year period or for any future periods and should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Prospectus. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 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 Securities Exchange Act of 1934, as amended (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 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalent accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement When the fair value of financial instruments recorded in the balance sheets cannot be derived from active markets, their fair value is determined by the Company’s management using prices obtained from an independent third-party valuation firm. The independent third-party valuation firm utilizes proprietary models to determine fair value. Refer to Note 6 for the significant unobservable inputs used in the valuation of Level 3 investments. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods, as well as disclosure of any contingent assets and liabilities as of the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. As of September 30, 2023, the Company’s cash and cash equivalents balance was $35,345,662 comprised of $30,344,662 of cash in the Company’s operating account and $5,001,000 of cash in the Segregated Account. At December 31, 2022, cash and cash equivalents was comprised solely of cash in the Company’s operating account of $9,887. Advisor Warrants Liability The Advisor Warrants (defined in Note 4) were issued at no cost to the Company’s advisory board members. Accordingly, the Company accounts for the Advisor Warrants under ASC 718— Stock compensation for Sponsor Warrants Liability The Company accounts for the Sponsor Warrants (defined in Note 4) pursuant to applicable guidance in ASC 480 - Distinguishing liabilities from equity 815-40— Contracts in an entity’s own equity 815-40”), re-assessed SPARs and Forward Purchase Agreement Liabilities The Company accounts for the SPARs and the Forward Purchase Agreements (defined in Note 4) in accordance with the guidance contained in ASC 480 and ASC 815-40. Equity re-assessed Sponsor Shares The Company accounts for the Sponsor Shares under equity treatment applicable to outstanding shares upon issuance under ASC 480 and ASC 815-40. Net Income/(Loss) per Common Share Net income/(loss) per share of Common Stock is computed by dividing net income/(loss) by the weighted average number of shares of Common Stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of Common Stock to settle the SPARs, the Forward Purchase Agreements, the Sponsor Warrants and the Advisor Warrants, as calculated using the treasury stock method. As of September 30, 2023, the SPARs and Forward Purchase Agreements are anti-dilutive to the Company as the underlying securities from their exercise are the Public Shares of the Surviving Corporation. Additionally, the exercise of the Advisor Warrants and the Sponsor Warrants is contingent upon the occurrence of future events that have not been met as of September 30, 2023, and therefore the Company has not considered the effect of the Advisor Warrants and Sponsor Warrants on net loss per Common Share for the periods presented. As a result, diluted income/(loss) per share of Common Stock is the same as basic income/(loss) per share of Common Stock for the respective reporting periods. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes and ASC 740 provides guidance for the recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of September 30, 2023, the Company recorded a full valuation allowance against the deferred tax asset associated with the net loss recorded for the period from November 3, 2021 (inception) through September 30, 2023. Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, non-public 2022-03 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s financial statements. |
Registration
Registration | 9 Months Ended |
Sep. 30, 2023 | |
Registration Of Securities [Abstract] | |
Registration | Note 3—Registration SPARs and Public Shares Pursuant to the Prospectus, the Company distributed the SPARs as discussed in Note 1, at no cost, to the holders of record of PSTH’s Class A common stock and distributable redeemable warrants. The SPARs were issued pursuant to a SPAR Rights Agreement between the Company and the SPAR Rights Agent. The Company intends that the SPARs will be quoted on the OTCQX marketplace of the OTC Markets Group beginning at the SPAR Holder Election Period. The Public Shares will be issued in connection with the Closing. Depending on the form that the Business Combination takes, the Public Shares may be issued as shares of the Surviving Corporation. No fractional SPARs or Public Shares will be issued, a SPAR cannot be exercised in part, and only whole SPARs and Public Shares will trade. The Company intends to issue up to 121,942,030 Public Shares in respect of SPARs that will generate aggregate proceeds of a minimum of $1,219,420,300 if all SPARs are issued and exercised. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4—Related Party Transactions Sponsor Shares For the period from November 3, 2021 (inception) through September 30, 2023, the Sponsor acquired 422,533 Sponsor Shares, at an aggregate price of $4,225,330, or $10.00 per Sponsor Share. In the event that the Final Exercise Price is higher than the minimum exercise price of $10.00, the Company will carry out a reverse stock split of the Sponsor Shares such that the effective per-share The Sponsor Shares are subject to transfer restrictions pursuant to the subscription agreement between the Company and the Sponsor, which provides that such shares are not transferable or salable unless (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Sponsor Shares proposed to be transferred is then effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable securities laws. Sponsor Warrants On July 28, 2023, the Company sold warrants to the Sponsor (the “Sponsor Warrants”) for an aggregate price of $35,892,480 in a private placement, of which $5,001,000 was deposited into the Segregated Account. The transaction price of the Sponsor Warrants was determined by the Company, in consultation with a third-party, nationally recognized valuation firm, based on its fair value as of the previous month-end. 4.95% (defined below), (defined below) ) fro m The Sponsor Warrants are exercisable at any time after the three-year anniversary, and on or prior to the 10-year The Sponsor Warrants and the Public Shares issuable upon exercise of the Sponsor Warrants will generally not be salable or transferable until three years after the consummation of the Business Combination (except to certain permitted transferees) and are subject to certain adjustments and registration rights. The Sponsor Warrants will expire on the date that is 10 years from the consummation of the Business Combination. The Sponsor Warrants may be exercised in whole or in part and will not be subject to redemption. Advisor Warrants On September 29, 2023, the Company issued warrants at no cost to the Company’s advisory board members (the “Advisor Warrants”). The Advisor Warrants are identical to the Sponsor Warrants, including with respect to the Proration, transfer restrictions and registration rights, except that the Advisor Warrants (i) will be exercisable, in the aggregate, for up to approximately 0.154% of the Public Shares that are outstanding as of the time immediately following the consummation of the Business Combination, on a fully diluted basis and (ii) will expressly provide that if the percentage of Public Shares into which the Sponsor Warrants are exercisable is reduced for any reason, the percentage of Public Shares into which the Advisor Warrants are exercisable will be reduced proportionally. In addition, in the event an advisory board member resigns for any reason prior to the Business Combination and at a time when the Company is not subject to a letter of intent (or a Definitive Agreement) with respect to its Business Combination, the Company or the Sponsor will be entitled, at its election, to repurchase in full such advisory board member’s Advisor Warrants. The repurchase price in each case will be $1,000,000 with respect to each advisory board member, or $3,000,000 in the aggregate. The repurchase right may be assigned or transferred to one of the Company’s affiliates and must be exercised, if at all, by the date that is the later of (i) the two-year The repurchase price of the Advisor Warrants was established by the Sponsor in its discretion and was not intended to, and may not, represent the fair market value of the Advisor Warrants as of the time of issuance or any time of potential repurchase. The repurchase price and other terms of the Advisor Warrants were established in order to attract what the Company believes are highly experienced and capable advisory board members, and were based on the significant time commitment expected of an advisory board member, including with respect to assisting the Company in identifying potential Business Combination candidates, the novel nature of the Company in the public market and the risks and responsibilities attendant to untested public vehicles, the potential 10-year of As discussed in Note 2, the Advisor Warrants have a settlement feature that results in liability classification as the Advisor Warrants repurchase price on the grant date under ASC 718 and upon the consummation of the Business Combination (or vesting date) will be measured at fair value. The Advisor Warrants were granted to the advisory board members on September 29, 2023 and as a result the Company recorded compensation expense of $3,000,000 on the statements of operations for the three months ended September 30, 2023 and a corresponding Advisor Warrants liability on the balance sheets. Forward Purchase Agreements On September 29, 2023, the Pershing Square Funds (the “Committed Forward Purchasers”) and PS SPARC I Master, L.P., a Cayman Islands limited partnership managed by PSCM (the “Additional Forward Purchaser” and together with the Committed Forward Purchasers, the “Forward Purchasers”) entered into the forward purchase agreements (the “Forward Purchase Agreements”), pursuant to which an aggregate amount of $3.5 billion of Public Shares may be purchased. The amount that the Committed Forward Purchasers will be obligated to buy will equal $250 million at a Final Exercise Price of $10.00, and will be a proportionately greater amount at a higher Final Exercise Price, up to $1.0 billion at a Final Exercise Price of $40.00 per share or greater (the “Committed Forward Purchase Shares”). The Additional Forward Purchaser will have the right, but not the obligation, to purchase (the “Additional Forward Purchase”), at the Final Exercise Price, the remainder of the $3.5 billion of Forward Purchase Shares (the “Additional Forward Purchase Shares” and together with the Committed Forward Purchase Shares, the “Forward Purchase Shares”) that is not allocated to the Committed Forward Purchasers (such amount, the “Aggregate Additional Forward Purchase Amount”). The Additional Forward Purchaser may exercise the Additional Forward Purchase, at its election, in one or two tranches (each, the “First Tranche Additional Forward Purchase” and the “Second Tranche Additional Forward Purchase”, respectively), each of which would be effectuated, at the Final Exercise Price, at the time of the consummation of the Business Combination; provided that in The Committed Forward Purchasers’ obligation to purchase the Committed Forward Purchase Shares may be allocated among the Committed Forward Purchasers from time to time, but may not be transferred to any third parties. The Additional Forward Purchaser’s right to purchase the Additional Forward Purchase Shares may be transferred, in whole or in part, to any entity that is managed by PSCM (“Affiliate Transferee”), but not to third parties. The Forward Purchase Shares will be subject to transfer restrictions pursuant to lock-up lock-up Registration Rights Agreement On September 29, 2023, the Company entered into a registration rights agreement with the Sponsor, the Forward Purchasers and the advisory board members, pursuant to which the Company is required to use commercially reasonable efforts to file a registration statement within 120 days of the Business Combination, and use best efforts to cause such registration statement to be declared effective as soon as practicable (but in no event later than 60 days) thereafter, providing for the resale, under Rule 415 of the Securities Act, of (i) the Sponsor Shares, (ii) the Public Shares issuable upon exercise of the Sponsor Warrants, (iii) the Public Shares issuable upon exercise of the Advisor Warrants, (iv) the Public Shares issued pursuant to the Forward Purchase Agreements and (v) any other shares of the Company that the parties to the Registration Rights Agreement have purchased on the open market, subject to certain conditions as provided in the Registration Rights Agreement. The parties to the Registration Rights Agreement, and their permitted transferees, are entitled to make up to 10 demands that the Company registers these securities, and will have certain “piggyback rights” with respect to other registration statements filed by the Company. The post-combination business will bear the expenses incurred in connection with the filing of any registration statements. Directors Compensation Immediately after the effectiveness of the Registration, the Company appointed three independent directors to the Board. The independent directors will receive annual compensation of $275,000 for their service as an independent director, and an additional $25,000 in connection with their service as a committee chair, payable quarterly. Their annual compensation will be reviewed by the Company’s compensation committee on an annual basis. Mr. Ackman does not receive any compensation from the Company in either his capacity as a director or as an officer. The directors and officers, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket out-of-pocket |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 5—Stockholders’ Equity Common Stock The third amended and restated certificate of incorporation of the Company dated September 29, 2023, authorizes the issuance of up to 3,000,000,000 shares of Common Stock, par value $0.0001 per share. As of September 30, 2023 and December 31, 2022, there were 422,533 and 399,965 shares of Common Stock issued and outstanding, respectively, all of which were held by the Sponsor and defined as the Sponsor Shares. Preferred Shares The third amended and restated certificate of incorporation of the Company dated September 29, 2023, authorizes the issuance of up to 1,000,000 preferred shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board. At September 30, 2023 and December 31, 2022, there were no preferred shares issued and outstanding. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6—Fair Value Measurements Fair Value Hierarchy The Company measures fair value of financial instruments in accordance with ASC 820. As of September 30, 2023, the fair value of the Company’s financial assets and liabilities approximates the carrying amounts represented on the balance sheets. ASC 820 establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. 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 level within which the fair value measurement is categorized is determined on the basis of the lowest level input that is significant to the fair value measurement. The following fair value hierarchy is used to classify assets and liabilities based on the observable and unobservable inputs used to value the assets and liabilities: Level 1: Inputs are unadjusted quoted prices in active markets. Level 2: Inputs (other than quoted prices included in Level 1) are obtained directly or indirectly from observable market data at the measurement date. Level 3: Inputs, including significant unobservable inputs, reflect the Company’s best estimate of what market participants would use in pricing the assets and liabilities at the measurement date. Fair Value Measurement of Assets and Liabilities The following table presents the Company’s liabilities at fair value and its fair value hierarchy as of September 30, 2023. Description Level Fair Value Liabilities: Sponsor Warrants 3 $ 38,163,431 SPARs 3 — Forward Purchase Agreements 3 — Level 3 Transfers Transfers between levels during the period are determined and deemed to have occurred at each financial statement reporting date. There were no transfers into or out of Level 3 fair value measurements since the last financial statement reporting date. Level 3 Reconciliation The following table presents the change in fair value of the Company’s Level 3 financial instruments for the period from their issuance to September 30, 2023. The Company’s management employed an independent third-party valuation firm to conduct valuations for the Sponsor Warrants, the SPARs and the Forward Purchase Agreements. The independent third-party valuation firm provided the Company’s management with a written report documenting their recommended valuations as of the determination date. Description As of Issuance Cost Change in As of September 30, 2023 Sponsor Warrants $ — $ 35,892,480 $ 2,270,951 $ 38,163,431 SPARs — — — — Forward Purchase Agreements — — — — Total $ — $ 35,892,480 $ 2,270,951 $ 38,163,431 As discussed in Note 2, the Sponsor Warrants were accounted for as a liability. At September 30, 2023, the fair value of the Sponsor Warrants was estimated using a Black-Scholes option pricing model. At each reporting period the Company re-evaluates The SPARs and Forward Purchase Agreements were accounted for as liabilities and their fair values were determined based on a number of factors embedded in the instruments, mainly that no active trading market exists for either instrument and it is likely that the Final Exercise Price of the SPARs will be set at a price that equates to its fair value. As a result, the fair values of the SPARs and Forward Purchase Agreements liabilities will likely remain unchanged until the SPARs are quoted on the OTCQX marketplace of the OTC Markets Group beginning at the SPAR Holder Election Period. The Company continues to re-evaluate Level 3 Quantitative Information of Significant Unobservable Inputs The significant unobservable inputs used in determining the fair value of the Sponsor Warrants associated with the liability as of September 30, 2023 are listed below. Sponsor Warrants Inputs Volatility 25 % Probability of Not Completing a Deal 30 % Expected Time to Complete a Deal (in years) 5 Probability of Warrant Renegotiation 30 % Estimated Target Equity Value $ 4,524.3 million The Sponsor Warrants’ significant unobservable inputs include: (i) Volatility, (ii) Probability of Not Completing a Deal, (iii) Expected Time to Complete a Deal, (iv) Probability of Warrant Renegotiation and (v) Estimated Target Equity Value. The volatility reflects the anticipated implied volatility of the potential target company from the Company’s Business Combination over the Sponsor Warrants’ 10-year 10-year assumption factors in the Company’s available capital at the time of the deal which is the estimated proceeds from the exercise of the SPARs and the Forward Purchase Agreements, and applies a multiplier to the Company’s available capital based on its observation of the median multiple between historical blank check companies’ available capital and the equity value of their eventual merger targets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the September 30, 2023 balance sheet date up to the date that the financial statements were issued. Based upon this evaluation, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than the Company’s announcement in its Form 8-K filed on October 31, 2023 that it had distributed 60,971,015 SPARs pursuant to the Registration Statement. The SPARs were verified by the SPAR Rights Agent at each DTC participant or registered owner on October 31, 2023. The effective date of such distribution was September 30, 2023 pursuant to the terms of the SPAR Rights Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. The financial information provided is unaudited. In the opinion of management, the accompanying financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the Company’s financial position, operating results and cash flows for the periods presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full year period or for any future periods and should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Prospectus. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107 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 Securities Exchange Act of 1934, as amended (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 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalent accounts in financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement When the fair value of financial instruments recorded in the balance sheets cannot be derived from active markets, their fair value is determined by the Company’s management using prices obtained from an independent third-party valuation firm. The independent third-party valuation firm utilizes proprietary models to determine fair value. Refer to Note 6 for the significant unobservable inputs used in the valuation of Level 3 investments. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods, as well as disclosure of any contingent assets and liabilities as of the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. As of September 30, 2023, the Company’s cash and cash equivalents balance was $35,345,662 comprised of $30,344,662 of cash in the Company’s operating account and $5,001,000 of cash in the Segregated Account. At December 31, 2022, cash and cash equivalents was comprised solely of cash in the Company’s operating account of $9,887. |
Advisor Warrants Liability | Advisor Warrants Liability The Advisor Warrants (defined in Note 4) were issued at no cost to the Company’s advisory board members. Accordingly, the Company accounts for the Advisor Warrants under ASC 718— Stock compensation for |
Sponsor Warrants Liability | Sponsor Warrants Liability The Company accounts for the Sponsor Warrants (defined in Note 4) pursuant to applicable guidance in ASC 480 - Distinguishing liabilities from equity 815-40— Contracts in an entity’s own equity 815-40”), re-assessed |
SPARs and Forward Purchase Agreement Liabilities | SPARs and Forward Purchase Agreement Liabilities The Company accounts for the SPARs and the Forward Purchase Agreements (defined in Note 4) in accordance with the guidance contained in ASC 480 and ASC 815-40. Equity re-assessed |
Sponsor Shares | Sponsor Shares The Company accounts for the Sponsor Shares under equity treatment applicable to outstanding shares upon issuance under ASC 480 and ASC 815-40. |
Net Income/(Loss) per Common Share | Net Income/(Loss) per Common Share Net income/(loss) per share of Common Stock is computed by dividing net income/(loss) by the weighted average number of shares of Common Stock outstanding during the period, plus, to the extent dilutive, the incremental number of shares of Common Stock to settle the SPARs, the Forward Purchase Agreements, the Sponsor Warrants and the Advisor Warrants, as calculated using the treasury stock method. As of September 30, 2023, the SPARs and Forward Purchase Agreements are anti-dilutive to the Company as the underlying securities from their exercise are the Public Shares of the Surviving Corporation. Additionally, the exercise of the Advisor Warrants and the Sponsor Warrants is contingent upon the occurrence of future events that have not been met as of September 30, 2023, and therefore the Company has not considered the effect of the Advisor Warrants and Sponsor Warrants on net loss per Common Share for the periods presented. As a result, diluted income/(loss) per share of Common Stock is the same as basic income/(loss) per share of Common Stock for the respective reporting periods. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes and ASC 740 provides guidance for the recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. As of September 30, 2023, the Company recorded a full valuation allowance against the deferred tax asset associated with the net loss recorded for the period from November 3, 2021 (inception) through September 30, 2023. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, non-public 2022-03 Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the Company’s financial statements. |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Liabilities at Fair Value and its Fair Value Hierarchy | The following table presents the Company’s liabilities at fair value and its fair value hierarchy as of September 30, 2023. Description Level Fair Value Liabilities: Sponsor Warrants 3 $ 38,163,431 SPARs 3 — Forward Purchase Agreements 3 — |
Summary of Fair Value, Liabilities Measured on Recurring Basis and Unobservable Input Reconciliation | Description As of Issuance Cost Change in As of September 30, 2023 Sponsor Warrants $ — $ 35,892,480 $ 2,270,951 $ 38,163,431 SPARs — — — — Forward Purchase Agreements — — — — Total $ — $ 35,892,480 $ 2,270,951 $ 38,163,431 |
Summary of Fair Value of the Sponsor Warrants Associated with the Liability | The significant unobservable inputs used in determining the fair value of the Sponsor Warrants associated with the liability as of September 30, 2023 are listed below. Sponsor Warrants Inputs Volatility 25 % Probability of Not Completing a Deal 30 % Expected Time to Complete a Deal (in years) 5 Probability of Warrant Renegotiation 30 % Estimated Target Equity Value $ 4,524.3 million |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2023 | Oct. 31, 2023 | Sep. 29, 2023 | Dec. 31, 2022 | |
Nature Of Operations [Line Items] | |||||
Date of incorporation | Nov. 03, 2021 | ||||
Common stock shares outstanding | 422,533 | 422,533 | 399,965 | ||
Proceeds from the issue of warrants | $ 35,892,480 | ||||
Restricted cash and cash equivalents non current | $ 5,001,000 | $ 5,001,000 | |||
Restricted investments term minimum | 180 days | ||||
Restricted investments term maximum | 10 months | ||||
Class of warrants or rights expiry date | Sep. 30, 2033 | Sep. 30, 2033 | |||
Sponsor [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock shares outstanding | 422,533 | 422,533 | |||
Sale of stock issue price per share | $ 10 | $ 10 | |||
Common Stock Including Additional Paid in Capital [Member] | Sponsor [Member] | |||||
Nature Of Operations [Line Items] | |||||
Common stock value outstanding | $ 4,225,330 | $ 4,225,330 | |||
Special Purpose Acquisition Rights [Member] | |||||
Nature Of Operations [Line Items] | |||||
Time limit given to the holders of warrants for subscribing to the common stock | 20 days | ||||
Time limit for the company to decide about the business combination after election by warrant holders | 10 days | ||||
Time limit for the company to decide about the business combination after election by warrant holders maximum | 10 months | ||||
Business value of the target company as a percentage of aggregate proceeds from the exercise of warrants | 80% | ||||
Special Purpose Acquisition Rights [Member] | Subsequent Event [Member] | |||||
Nature Of Operations [Line Items] | |||||
Class of warrants or rights outstanding | 60,971,015 | ||||
Special Purpose Acquisition Rights [Member] | Subsequent Event [Member] | Former Security Holders Of PSTH [Member] | |||||
Nature Of Operations [Line Items] | |||||
Class of warrants or rights number of shares covered by each warrant or right | 2 | ||||
Warrants and rights outstanding | $ 0 | ||||
Special Purpose Acquisition Rights [Member] | Registration Declared Effective By Securities Exchange Commission [Member] | |||||
Nature Of Operations [Line Items] | |||||
Class of warrants or rights eligible to be issued | 61,111,111 | ||||
Class of warrants or rights number of shares covered by each warrant or right | 2 | ||||
Class of warrants or rights exercise price of warrants or rights | $ 10 | ||||
Sponsor Warrants [Member] | |||||
Nature Of Operations [Line Items] | |||||
Warrants and rights outstanding | $ 38,163,431 | $ 38,163,431 | |||
Sponsor Warrants [Member] | Sponsor [Member] | |||||
Nature Of Operations [Line Items] | |||||
Proceeds from the issue of warrants | 35,892,480 | ||||
Restricted cash and cash equivalents non current | $ 5,001,000 | 5,001,000 | |||
Special Purpose Acquisition Rights For The Issue Of Public Shares [Member] | |||||
Nature Of Operations [Line Items] | |||||
Estimated minimum proceeds from exercise of warrants | $ 1,219,420,300 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Line Items] | ||||
Cash insured with federal deposit insurance corporation | $ 250,000 | $ 250,000 | ||
Cash and cash equivalents and restricted cash and cash equivalents | 35,345,662 | 9,887 | $ 10,154 | $ 9,825 |
Cash and cash equivalents current | 30,344,662 | 9,887 | ||
Restricted cash and cash equivalents non current | 5,001,000 | |||
Advisor Warrants [Member] | ||||
Accounting Policies [Line Items] | ||||
Amount payable on termination | $ 1,000,000 | $ 1,000,000 |
Registration - Additional Infor
Registration - Additional Information (Detail) - Special Purpose Acquisition Rights For The Issue Of Public Shares [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Registration Of Securities [Line Items] | |
Sale of Stock Shares | shares | 121,942,030 |
Estimated minimum proceeds from exercise of warrants | $ | $ 1,219,420,300 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 23 Months Ended | |||
Sep. 29, 2023 USD ($) Demands | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | |
Related Party Transaction [Line Items] | |||||||
Stock issued during the period value for services | $ 817,290 | $ 225,680 | $ 1,735,280 | ||||
Proceeds from the issue of warrants | $ 35,892,480 | ||||||
Restricted cash and cash equivalents non current | $ 5,001,000 | $ 5,001,000 | $ 5,001,000 | ||||
Warrants or rights outstanding term | 10 years | 10 years | 10 years | ||||
Compensation expense warrants | $ 3,000,000 | $ 3,000,000 | |||||
Forward purchase agreements value | 3,500,000,000 | 3,500,000,000 | $ 3,500,000,000 | ||||
Committed Forward Purchase [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Forward purchase agreements value | 250,000,000 | 250,000,000 | 250,000,000 | ||||
Committed Forward Purchase [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Forward purchase agreements value | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Forward Purchase Agreement [Member] | Committed Forward Purchase [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lock in period of shares issued from the date of consummation of business combination | 180 days | ||||||
Forward Purchase Agreement [Member] | Committed Forward Purchase [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of warrants or rights exercise price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Forward Purchase Agreement [Member] | Committed Forward Purchase [Member] | Maximum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of warrants or rights exercise price per share | $ / shares | $ 40 | $ 40 | $ 40 | ||||
Independent Director One [Member] | Compensation To Independent Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Annual compensation payable | $ 275,000 | $ 275,000 | $ 275,000 | ||||
Sitting fee payable | 25,000 | 25,000 | 25,000 | ||||
Independent Director Two [Member] | Compensation To Independent Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Annual compensation payable | 275,000 | 275,000 | 275,000 | ||||
Sitting fee payable | 25,000 | 25,000 | 25,000 | ||||
Independent Director Three [Member] | Compensation To Independent Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Annual compensation payable | 275,000 | 275,000 | 275,000 | ||||
Sitting fee payable | 25,000 | 25,000 | 25,000 | ||||
Sponsor Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants and rights outstanding | $ 38,163,431 | $ 38,163,431 | $ 38,163,431 | ||||
Special Purpose Acquisition Rights [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Estimated warrants outstanding for calculation purpose | shares | 60,971,015 | 60,971,015 | 60,971,015 | ||||
Estimated warrants value outstanding for calculation purpose | $ 1,219,420,300 | $ 1,219,420,300 | $ 1,219,420,300 | ||||
Proration fraction maximum | 1 | 1 | 1 | ||||
Advisory Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants and rights outstanding | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | ||||
Advisory Warrants [Member] | Advisory Board [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of warrants or rights issued during the period value | $ 0 | ||||||
Percentage of public shares outstanding for which the shall be exercisable | 0.154% | ||||||
Amount payable on the contingent repurchase of warrants | 3,000,000 | 3,000,000 | 3,000,000 | ||||
Initial period for which the company may function upto its capability | 10 years | ||||||
Compensation expense warrants | 3,000,000 | ||||||
Warrants and rights outstanding | 3,000,000 | 3,000,000 | 3,000,000 | ||||
Advisory Warrants [Member] | Advisory Board [Member] | Advisory Board Member One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount payable on the contingent repurchase of warrants | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Period within which the warrants shall be exercisable from the date of distribution of related warrants | 2 years | ||||||
Period within which the warrants shall be exercisable from the date of resignation | 60 days | ||||||
Advisory Warrants [Member] | Advisory Board [Member] | Advisory Board Member Two [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount payable on the contingent repurchase of warrants | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Period within which the warrants shall be exercisable from the date of distribution of related warrants | 2 years | ||||||
Period within which the warrants shall be exercisable from the date of resignation | 60 days | ||||||
Advisory Warrants [Member] | Advisory Board [Member] | Advisory Board Member Three [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount payable on the contingent repurchase of warrants | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||
Period within which the warrants shall be exercisable from the date of distribution of related warrants | 2 years | ||||||
Period within which the warrants shall be exercisable from the date of resignation | 60 days | ||||||
Sponsor Warrants Advisory Warrants And Forward Purchase Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of days from the date of consummation of business combination within which the securities shall be registered | 120 days | ||||||
Time limit with which registration statement shall become effective | 60 days | ||||||
Number of demands eligible to be made by the security holders for getting the securities registered | Demands | 10 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during the period shares for services | shares | 422,533 | ||||||
Sale of stock issue price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Minimum excercise price | 10% | 10% | 10% | ||||
Sponsor [Member] | Sponsor Warrants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from the issue of warrants | $ 35,892,480 | ||||||
Restricted cash and cash equivalents non current | $ 5,001,000 | $ 5,001,000 | $ 5,001,000 | ||||
Sponsor [Member] | Sponsor Warrants For The Issue Of Public Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of shares for which the warrants are exercisable | 4.95% | 4.95% | 4.95% | ||||
Base percentage for calculating the shares for which the warrants are exercisable | 4.95% | 4.95% | 4.95% | ||||
Warrants or rights outstanding term | 10 years | 10 years | 10 years | ||||
Sponsor [Member] | Common Stock Including Additional Paid in Capital [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued during the period value for services | $ 4,225,330 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Stockholders' Equity Note [Abstract] | ||
Common Stock, Shares Authorized | 3,000,000,000 | 500,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 422,533 | 399,965 |
Common Stock, Shares, Outstanding | 422,533 | 399,965 |
Preferred Stock, Shares Authorized | 1,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Liabilities at Fair Value and its Fair Value Hierarchy (Detail) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] | Sep. 30, 2023 USD ($) |
Sponsor Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities | $ 38,163,431 |
SPARs [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities | 0 |
Forward Purchase Agreements [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, liability, transfers and net | $ 0 |
Warrants or rights outstanding term | 10 years |
Gross threshold period for board approval | 10 years |
Measurement Input, Discount Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Sponsor Warrants | 30 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value, Liabilities Measured on Recurring Basis and Unobservable Input Reconciliation (Detail) - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | $ 0 |
Issuance Cost | 35,892,480 |
Change in Fair Value | 2,270,951 |
Balance at end of period | 38,163,431 |
Sponsor Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | 0 |
Issuance Cost | 35,892,480 |
Change in Fair Value | 2,270,951 |
Balance at end of period | 38,163,431 |
SPARs [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | 0 |
Issuance Cost | 0 |
Change in Fair Value | 0 |
Balance at end of period | 0 |
Forward Purchase Agreements [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | 0 |
Issuance Cost | 0 |
Change in Fair Value | 0 |
Balance at end of period | $ 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of the Sponsor Warrants Associated with the Liability (Detail) - Fair Value, Inputs, Level 3 [Member] $ in Millions | Sep. 30, 2023 USD ($) yr |
Volatility [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Sponsor Warrants | 25 |
Probability of Not Completing a Deal [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Sponsor Warrants | 30 |
Expected Time to Complete a Deal (in years) [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Sponsor Warrants | yr | 5 |
Probability of Warrant Renegotiation [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Sponsor Warrants | 30 |
Estimated Target Equity Value [member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated Target Equity Value | $ | $ 4,524.3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Oct. 31, 2023 shares |
Subsequent Event [Member] | Special Purpose Acquisition Rights [Member] | |
Subsequent Event [Line Items] | |
Class of warrants or rights outstanding | 60,971,015 |