Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41593 | |
Entity Registrant Name | ISRAEL ACQUISITIONS CORP | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 87-3587394 | |
Entity Address, Address Line One | 12600 Hill Country Blvd, Building R | |
Entity Address, Address Line Two | Suite 275 | |
Entity Address, City or Town | Bee Cave | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78738 | |
City Area Code | 800 | |
Local Phone Number | 508-1531 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001915328 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share and one redeemable warrant | ||
Document Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one redeemable warrant | |
Trading Symbol | ISRLU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document Entity Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | ISRL | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 15,137,500 | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | ||
Document Entity Information | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | |
Trading Symbol | ISRLW | |
Security Exchange Name | NASDAQ | |
Common Class B | ||
Document Entity Information | ||
Entity Common Stock, Shares Outstanding | 4,791,667 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 810,428 | $ 8,305 |
Prepaid expenses | 200,780 | |
Cash and Marketable Securities held in Trust Account | 151,672,581 | |
Total Current Assets | 152,683,789 | 8,305 |
Non-current assets | ||
Deferred offering costs associated with the proposed public offering | 655,167 | |
Total Non-current Assets | 655,167 | |
Total Assets | 152,683,789 | 663,472 |
Current liabilities | ||
Accrued expenses | 116,629 | 71,655 |
Accounts payable | 34,678 | |
Accrued offering costs | 406,583 | |
Deferred underwriting commissions | $ 5,406,250 | |
Promissory note - related party | $ 237,234 | |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Total Current Liabilities | $ 5,557,557 | $ 715,472 |
Total Liabilities | 5,557,557 | 715,472 |
Commitments and Contingencies (Note 5) | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,521 | |
Accumulated deficit | (4,546,904) | (77,000) |
Total Shareholders' Deficit | (4,546,349) | (52,000) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 152,683,789 | 663,472 |
Class A ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares | 76 | |
Class A ordinary shares subject to possible redemption | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 200,000,000 shares authorized; 14,375,000 shares issued and outstanding at redemption value at September 30, 2023 and no shares issued and outstanding at December 31, 2022 | 151,672,581 | |
Common Class B | ||
Shareholders' Deficit | ||
Ordinary shares | $ 479 | $ 479 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, share authorized | 2,000,000 | 2,000,000 |
Preference shares, share issued | 0 | 0 |
Preference shares, share outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, share authorized | 200,000,000 | 200,000,000 |
Class A ordinary shares subject to possible redemption | ||
Temporary equity, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 200,000,000 | 200,000,000 |
Temporary equity, shares issued | 14,375,000 | 0 |
Temporary equity, shares outstanding | 14,375,000 | 0 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, share issued | 762,500 | 0 |
Ordinary shares, share outstanding | 762,500 | 0 |
Common Class B | ||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, share authorized | 20,000,000 | 20,000,000 |
Ordinary shares, share issued | 4,791,667 | 4,791,667 |
Ordinary shares, share outstanding | 4,791,667 | 4,791,667 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Formation and Operating expense | $ 969 | |||
Marketing and advertising expense | $ 3,732 | |||
Administrative expense | $ 31,242 | 192,090 | ||
Legal and accounting expense | 84,556 | $ 10,508 | 328,627 | 45,786 |
Dues and subscriptions expense | 66 | 5,914 | ||
Listing fee expense | 5,675 | 16,438 | ||
Insurance expense | 64,167 | 184,221 | ||
Loss from operations | (185,706) | (10,508) | (731,022) | (46,755) |
Other income: | ||||
Unrealized (loss) gain on marketable securities held in Trust Account | (1,424,057) | 1,678,827 | ||
Interest and dividend income on marketable securities held in Trust Account | 58,137 | 58,147 | ||
Realized gain on marketable securities held in Trust Account | 3,310,607 | 3,310,607 | ||
Dividend income | 9,163 | 31,236 | ||
Interest income | 1,562 | 1,682 | ||
Other income, net | 1,955,412 | 5,080,499 | ||
Net income (loss) | $ 1,769,706 | $ (10,508) | $ 4,349,477 | $ (46,755) |
Basic net income per share (in dollars per share) | $ 0 | $ (0.01) | ||
Diluted net loss per share (in dollars per share) | $ (0.01) | |||
Class A ordinary shares subject to possible redemption | ||||
Other income: | ||||
Basic weighted average shares outstanding (in shares) | 14,375,000 | 13,479,853 | ||
Diluted weighted average shares outstanding (in shares) | 14,375,000 | 13,479,853 | ||
Basic net income per share (in dollars per share) | $ 0.13 | $ 0.58 | ||
Diluted net loss per share (in dollars per share) | $ 0.13 | $ 0.58 | ||
Non-redeemable Class A ordinary shares | ||||
Other income: | ||||
Basic weighted average shares outstanding (in shares) | 762,500 | 715,018 | ||
Diluted weighted average shares outstanding (in shares) | 762,500 | 715,018 | ||
Basic net income per share (in dollars per share) | $ (0.01) | $ (0.67) | ||
Diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.67) | ||
Common Class B | ||||
Other income: | ||||
Basic weighted average shares outstanding (in shares) | 4,791,667 | 4,791,667 | ||
Non-redeemable Class B ordinary shares | ||||
Other income: | ||||
Basic weighted average shares outstanding (in shares) | 4,791,667 | 4,791,667 | 4,791,667 | 4,791,667 |
Diluted weighted average shares outstanding (in shares) | 4,791,667 | 4,791,667 | 4,791,667 | 4,791,667 |
Basic net income per share (in dollars per share) | $ (0.01) | $ 0 | $ (0.63) | $ (0.01) |
Diluted net loss per share (in dollars per share) | $ (0.01) | $ 0 | $ (0.63) | $ (0.01) |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT - USD ($) | Class A ordinary shares Common Stock | Class A ordinary shares subject to possible redemption Common Stock | Class A ordinary shares subject to possible redemption | Common Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at the beginning at Dec. 31, 2021 | $ (5,059) | $ (5,059) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 479 | $ 24,521 | 25,000 | ||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | [1] | 4,971,667 | ||||||
Net loss | (25,969) | (25,969) | ||||||
Balance at the end at Mar. 31, 2022 | $ 479 | 24,521 | (31,028) | (6,028) | ||||
Balance at the end (in shares) at Mar. 31, 2022 | 4,971,667 | |||||||
Balance at the beginning at Dec. 31, 2021 | (5,059) | (5,059) | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (46,755) | |||||||
Balance at the end at Sep. 30, 2022 | $ 479 | 24,521 | (51,814) | (26,814) | ||||
Balance at the end (in shares) at Sep. 30, 2022 | 4,971,667 | |||||||
Balance at the beginning at Mar. 31, 2022 | $ 479 | 24,521 | (31,028) | (6,028) | ||||
Balance at the beginning (in shares) at Mar. 31, 2022 | 4,971,667 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (10,278) | (10,278) | ||||||
Balance at the end at Jun. 30, 2022 | $ 479 | 24,521 | (41,306) | (16,306) | ||||
Balance at the end (in shares) at Jun. 30, 2022 | 4,971,667 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | (10,508) | (10,508) | ||||||
Balance at the end at Sep. 30, 2022 | $ 479 | 24,521 | (51,814) | (26,814) | ||||
Balance at the end (in shares) at Sep. 30, 2022 | 4,971,667 | |||||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 0 | |||||||
Increase (Decrease) in Temporary Equity | ||||||||
Issuance of Class A ordinary shares in initial public offering | $ 134,753,406 | |||||||
Issuance of Class A ordinary shares in initial public offering (In shares) | 14,375,000 | |||||||
Balance at the end at Mar. 31, 2023 | $ 147,984,315 | |||||||
Balance at the end (in shares) at Mar. 31, 2023 | 14,375,000 | |||||||
Balance at the beginning at Dec. 31, 2022 | $ 479 | 24,521 | (77,000) | (52,000) | ||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 4,791,667 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Issuance of Class A ordinary shares in initial public offering | 354,359 | 354,359 | ||||||
Sale of private placement units | $ 76 | 7,624,924 | 7,625,000 | |||||
Sale of private placement units (in shares) | 762,500 | |||||||
Remeasurement of Class A ordinary shares to redemption value | $ 13,230,909 | (8,003,804) | (5,227,105) | (13,230,909) | ||||
Net loss | 1,143,965 | 1,143,965 | ||||||
Balance at the end at Mar. 31, 2023 | $ 76 | $ 479 | (4,160,140) | (4,159,585) | ||||
Balance at the end (in shares) at Mar. 31, 2023 | 762,500 | 4,791,667 | ||||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 0 | |||||||
Balance at the end at Sep. 30, 2023 | $ 151,672,581 | $ 151,672,581 | ||||||
Balance at the end (in shares) at Sep. 30, 2023 | 14,375,000 | 14,375,000 | ||||||
Balance at the beginning at Dec. 31, 2022 | $ 479 | 24,521 | (77,000) | (52,000) | ||||
Balance at the beginning (in shares) at Dec. 31, 2022 | 4,791,667 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | 4,349,477 | |||||||
Balance at the end at Sep. 30, 2023 | $ 76 | $ 479 | (4,546,904) | (4,546,349) | ||||
Balance at the end (in shares) at Sep. 30, 2023 | 762,500 | 4,791,667 | ||||||
Balance at the beginning at Mar. 31, 2023 | $ 147,984,315 | |||||||
Balance at the beginning (in shares) at Mar. 31, 2023 | 14,375,000 | |||||||
Balance at the end at Jun. 30, 2023 | $ 149,727,894 | |||||||
Balance at the end (in shares) at Jun. 30, 2023 | 14,375,000 | |||||||
Balance at the beginning at Mar. 31, 2023 | $ 76 | $ 479 | (4,160,140) | (4,159,585) | ||||
Balance at the beginning (in shares) at Mar. 31, 2023 | 762,500 | 4,791,667 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Transfer of Founder Shares | 95,990 | 95,990 | ||||||
Remeasurement of Class A ordinary shares to redemption value | $ 1,743,579 | $ (95,990) | (1,647,589) | (1,743,579) | ||||
Net loss | 1,435,806 | 1,435,806 | ||||||
Balance at the end at Jun. 30, 2023 | $ 76 | $ 479 | (4,371,923) | (4,371,368) | ||||
Balance at the end (in shares) at Jun. 30, 2023 | 762,500 | 4,791,667 | ||||||
Balance at the beginning at Mar. 31, 2023 | $ 147,984,315 | |||||||
Balance at the beginning (in shares) at Mar. 31, 2023 | 14,375,000 | |||||||
Balance at the end at Sep. 30, 2023 | $ 151,672,581 | $ 151,672,581 | ||||||
Balance at the end (in shares) at Sep. 30, 2023 | 14,375,000 | 14,375,000 | ||||||
Balance at the beginning at Mar. 31, 2023 | $ 76 | $ 479 | (4,160,140) | (4,159,585) | ||||
Balance at the beginning (in shares) at Mar. 31, 2023 | 762,500 | 4,791,667 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Remeasurement of Class A ordinary shares to redemption value | $ 1,944,687 | (1,944,687) | (1,944,687) | |||||
Balance at the end at Sep. 30, 2023 | $ 76 | $ 479 | (4,546,904) | (4,546,349) | ||||
Balance at the end (in shares) at Sep. 30, 2023 | 762,500 | 4,791,667 | ||||||
Balance at the beginning at Jun. 30, 2023 | $ 149,727,894 | |||||||
Balance at the beginning (in shares) at Jun. 30, 2023 | 14,375,000 | |||||||
Balance at the end at Sep. 30, 2023 | $ 151,672,581 | $ 151,672,581 | ||||||
Balance at the end (in shares) at Sep. 30, 2023 | 14,375,000 | 14,375,000 | ||||||
Balance at the beginning at Jun. 30, 2023 | $ 76 | $ 479 | (4,371,923) | (4,371,368) | ||||
Balance at the beginning (in shares) at Jun. 30, 2023 | 762,500 | 4,791,667 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net loss | 1,769,706 | 1,769,706 | ||||||
Balance at the end at Sep. 30, 2023 | $ 76 | $ 479 | $ (4,546,904) | $ (4,546,349) | ||||
Balance at the end (in shares) at Sep. 30, 2023 | 762,500 | 4,791,667 | ||||||
[1] (1) |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT) (Parenthetical) - shares | May 07, 2023 | Nov. 17, 2022 | Aug. 18, 2022 | Mar. 04, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Sponsor | Founder Shares | ||||||
Common stock outstanding | 4,791,667 | 5,750,000 | 6,900,000 | |||
Number of shares transferred (in shares) | 95,500 | 958,333 | 1,150,000 | 6,900,000 | ||
Common Class B | ||||||
Common stock outstanding | 4,791,667 | 5,750,000 | 4,791,667 | 4,791,667 | ||
Number of shares transferred (in shares) | 6,900,000 | |||||
Common Class B | Founder Shares | ||||||
Number of shares transferred (in shares) | 1,150,000 | |||||
Common Class B | Sponsor | ||||||
Consideration for shares surrender | 0 | 0 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ 4,349,477 | $ (46,755) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Unrealized gain on marketable securities held in Trust Account | $ 1,424,057 | (1,678,827) | |
Realized gain on marketable securities held in Trust Account | (3,310,607) | (3,310,607) | |
Excess fair value on transfer of Founder Shares | 95,990 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (200,780) | ||
Accounts payable | 34,678 | ||
Accrued expenses | 44,974 | 46,655 | |
Net cash used in operating activities | (665,095) | (100) | |
Cash Flows from Investing Activities: | |||
Purchase of marketable securities held in Trust Account | (296,560,000) | ||
Proceeds from redemption of marketable securities held in Trust Account | 149,935,000 | ||
Reinvestment of marketable securities held in Trust Account | (58,147) | ||
Net cash used in investing activities | (146,683,147) | ||
Cash Flows from Financing Activities: | |||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | ||
Proceeds from issuance of ordinary shares | 141,250,000 | ||
Proceeds from sale of private placement units | 7,625,000 | ||
Proceeds from promissory note - related party | 91,710 | ||
Payment of promissory note - related party | (237,234) | ||
Payment of offering costs | (487,401) | (116,240) | |
Net cash provided by financing activities | 148,150,365 | 470 | |
Net Change in Cash and Cash Equivalents | 802,123 | 370 | |
Cash and Cash Equivalents - Beginning | 8,305 | ||
Cash and Cash Equivalents - Ending | $ 810,428 | 810,428 | 370 |
Non-Cash Investing and Financing Activities: | |||
Issuance of promissory note by the Sponsor to pay offering costs | 5,524 | ||
Remeasurement of Class A ordinary shares subject to possible redemption | 16,919,175 | ||
Deferred underwriter fee payable | $ 5,406,250 | ||
Deferred offering costs included in accrued offering costs | $ 555,729 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity and Capital Resources | 9 Months Ended |
Sep. 30, 2023 | |
Description of Organization, Business Operations and Liquidity and Capital Resources | |
Description of Organization, Business Operations and Liquidity and Capital Resources | Note 1 — Description of Organization, Business Operations and Liquidity and Capital Resources Israel Acquisitions Corp (the “Company”) was incorporated as a blank check company in the Cayman Islands on August 24, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and is subject to all of the risks associated with emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity through September 30, 2023, relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and, since the completion of the Initial Public Offering, a search for a target to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and dividend income and realized gains and losses on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on January 12, 2023 (the “Effective Date”). On January 18, 2023, the Company consummated its Initial Public Offering of 14,375,000 Units at $10.00 per Unit, generating gross proceeds of $143,750,000, which is discussed in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 762,500 Private Placement Units (the “Private Units”) to Israel Acquisitions Sponsor LLC (the “Sponsor”), the Company’s underwriter, BTIG, LLC, Exos Capital LLC, and JonesTrading Institutional Services LLC, at an exercise price of $10.00 per Private Unit, for an aggregate of $7,625,000. Following the closing of the Initial Public Offering on January 18, 2023, $146,625,000 ($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 Warrants was placed in a trust account (“Trust Account”), located in the United States which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 12 months from January 18, 2023 (or up to 18 months from January 18, 2023 if the Company extends the time to complete a business combination) (the “Combination Period”), the closing of the Initial Public Offering. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined above) (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction 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 of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. Except as required by law or the rules of Nasdaq, the decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. 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 if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC containing substantially the same information as would be included in a proxy statement prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote their Founder Shares (as defined in Note 4), Private Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering (a) in favor of approving a Business Combination and (b) not to convert any shares in connection with a shareholder vote to approve a Business Combination or sell any shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. The Sponsor has agreed (a) to waive their redemption rights with respect to their Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to consummate a Business Combination, and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect a public shareholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. 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 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest and dividend income earned on the funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Island law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s rights or warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 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 vendor 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 $10.20 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of 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 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 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. Risks and Uncertainties 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 are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and/or search for a target company is also not determinable as of the date of these financial statements. In October 2023, Hamas conducted several terrorist attacks in Israel resulting in ongoing war across the country, forcing the closure of many businesses in Israel for several days. In addition, there continue to be hostilities between Israel and Hezbollah in Lebanon and Hamas in the Gaza Strip, both of which resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. In early 2023, there were a number of changes proposed to the political system in Israel by the current government which, if implemented as planned, could lead to large-scale protests and additional uncertainty, negatively impacting the operating environment in Israel. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and/or search for a target company is also not determinable as of the date of these financial statements. In addition, Management is currently evaluating the impact of the effects of inflation and disruptions in the global supply chain. The specific impact of these ongoing events is not readily determinable as of the date of these financial statements and these financial statements do not include any adjustments that may result from the outcomes of these uncertainties. Going Concern As of September 30, 2023, the Company had $810,428 of operating cash and a working capital of $859,901 (excluding cash and marketable securities held in the Trust Account and the deferred underwriter fee payable). The Company classified the Marketable Securities held in Trust Account as a current asset as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the funds would be liquidated from the Trust Account. The Company classified the Deferred Underwriting Fees Payable as current liabilities as the Company has less than 12 months from the balance sheet date to consummate a Business Combination, at which point, if the Company did not find a Business Combination partner, the Company would cease to exist and the deferred underwriting fees would not be paid as the fees owed are contingent upon a successful Business Combination. The Company’s liquidity needs through September 30, 2023 had been satisfied through a payment from the Sponsor of $25,000 for Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” and shares thereof, “founder shares”), the Initial Public Offering and the issuance of the Private Units (see Note 3 and Note 4). Additionally, the Company drew on an unsecured promissory note to pay certain offering costs (see Note 4). Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. Although no formal agreement exists, the Sponsor is committed to extend Working Capital Loans as needed (defined in Note 4 below). The Company cannot assure that its plans to raise capital or to consummate an initial Business Combination will be successful. In addition, management is currently evaluating the impact of the Russia and Ukraine conflict and inflation on the industry and its effect on the Company’s financial position, results of its operations and/or search for a target company. These factors, among others, raise substantial doubt about the Company’s ability to continue as going concern one year from the date the financial statement is issued. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company 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”). 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” including, but not limited to, the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $810,428 and $8,305 in cash and cash equivalents as of September 30, 2023 and December 31, 2022, respectively. Cash and Marketable Securities held in Trust Account Following the closing of the Initial Public Offering on January 18, 2023, an amount of $146,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023, 14,375,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, at redemption value, as temporary equity, outside of the shareholders’ 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 Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at September 30, 2023 as follows: Gross proceeds from initial public offering $ 143,750,000 Less: Proceeds allocated to public warrants (354,359) Offering costs allocated to Class A ordinary shares subject to possible redemption (8,642,235) Plus: Accretion of Class A ordinary shares subject to possible redemption 16,919,175 Class A ordinary shares subject to possible redemption $ 151,672,581 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $8,642,235, consisting of $2,500,000 of underwriting fee, $5,406,250 of deferred underwriting fee, $735,985 of actual offering costs. These amounts were recorded to additional paid-in capital as a reduction to the net proceeds from the offering. Fair Value Measurements FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. There were no derivative financial instruments accounted for as liabilities as of September 30, 2023 and December 31, 2022. Warrants The Company accounts for the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private placement warrants are indexed to the Company’s own stock and meet the criteria to be classified in shareholders’ equity. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statement. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable ordinary shares, the Company first considered the total net income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Net income (loss) per ordinary share is computed by dividing net income (loss) by class by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 14,375,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Net income (loss) per ordinary share for the three and nine months ended September 30, 2023, was calculated by dividing the net income (loss) into the amount of Class B non-redeemable ordinary shares outstanding as no Class A ordinary shares were issued during that period. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the three months ended September 30, 2023 (in dollars, except share amounts): Three Months Ended September 30, 2023 Net income $ 1,769,706 Accretion of temporary equity to redemption value (1,944,687) Net loss including accretion of temporary equity to redemption value $ (174,981) Three Months Ended September 30, 2023 Class B Non- Class A Redeemable Class A Non-redeemable redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income by class $ 1,276,497 $ 67,710 $ 425,499 Less: Accretion allocation based on ownership percentage $ (1,402,711) $ (74,405) (467,571) Allocation of accretion of temporary equity to redeemable shares 1,944,687 — — Total net income (loss) by class $ 1,818,473 $ (6,695) (42,072) Denominator: Weighted average shares outstanding 14,375,000 762,500 4,791,667 Basic and diluted net income (loss) per share $ 0.13 $ (0.01) (0.01) The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the nine months ended September 30, 2023 (in dollars, except share amounts): Nine Months Ended September 30, 2023 Net loss from beginning on the year to date of initial public offering $ (6,646) Net income from date of initial public offering to period end 4,356,123 Total income for the three months ended September 30, 2023 4,349,477 Accretion of temporary equity to redemption value (16,919,175) Net loss including accretion of temporary equity to redemption value $ (12,569,698) Nine Months Ended September 30, 2023 Class B Non- Class A Redeemable Class A Non-redeemable redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss from inception to date of initial public offering $ — $ — $ (6,646) Allocation of net income from date of initial public offering to period end 3,142,092 166,667 1,047,364 Total income allocated by class 3,142,092 166,667 1,040,718 Less: Accretion allocation based on ownership percentage $ (12,203,879) $ (647,336) (4,067,960) Allocation of accretion of temporary equity to redeemable shares 16,919,175 — — Total net income (loss) by class $ 7,857,388 $ (480,669) (3,027,242) Denominator: Weighted average shares outstanding 13,479,853 715,018 4,791,667 Basic and diluted net income (loss) per share $ 0.58 $ (0.67) (0.63) The earnings per share presented in the statement of operations for the three and nine months ended September 30, 2022 is based on the following: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Net loss $ (10,508) $ (46,755) Weighted average Class B ordinary shares outstanding 4,791,667 4,791,667 Basic and diluted net loss per share $ (0.00) $ (0.01) Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. As a result of ASU 2020 – 06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted ASU 2020-06 and it did not have an impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3 - Initial Public Offering On January 18, 2023 the Company sold 14,375,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary share and one warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per share (see Note 6). An aggregate of $10.20 per Unit sold in the Initial Public Offering is held in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of September 30, 2023, $151,672,581 was held in the Trust Account. In addition, $810,428 of operating cash is not held in the Trust Account and is available for working capital purposes. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 4 - Related Party Transactions Founder Shares On January 26, 2022, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (“Class B ordinary shares”) for an aggregate price of $25,000. On March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of 1,150,000, resulting in our initial shareholders holding 6,900,000 shares. On August 18, 2022, the Sponsor surrendered for no consideration 1,150,000 shares, resulting in a decrease in the total number of Class B shares outstanding to 5,750,000. On November 17, 2022 the Sponsor surrendered for no consideration 958,333 shares, resulting in a decrease in the total number of Class B shares outstanding to 4,791,667. All share and per-share amounts have been retroactively restated. On May 7, 2023, the Sponsor transferred 95,500 of its Founder Shares to our special advisor for consulting services. The consulting services offered were considered a benefit that the Company realized as a result of the Sponsors transaction with the special advisor. The fair value of the consulting services was determined to be a financing expense in accordance with Staff Accounting Bulletin Topic 5A. The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment, at any time. Private Placement The Sponsor and the Company’s underwriter purchased an aggregate of 762,500 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $7,625,000 in a private placement that occurred simultaneously with the closing of the Initial Public Offering, the proceeds of which were recorded in additional paid in capital. Each Private Unit consists of one share of Class A ordinary share (“Private Share”) and one warrant (“Private Warrant”). Each Private Warrant entitles the holder to purchase one share of Class A ordinary shares at a price of $11.50 per full share, subject to adjustment. The proceeds from the Private Units were 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 Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Initial Shareholders, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Promissory Note – Related Party On January 26, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. As of January 18, 2023, the Company had borrowed $237,234 under the Promissory Note. On January 18, 2023 the Company paid $245,540 to the Sponsor, resulting in an overpayment of $8,306 that is recorded as a related party receivable. The Promissory Note was non-interest bearing. As of September 30, 2023 and December 31, 2022, the outstanding balance under the Promissory Note was $0 and $237,234, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies Registration and Stockholder Rights The holders of the Founder Shares, as well as the holders of the Private Units and any units that may be issued in payment of Working Capital Loans made to Company, will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of a majority of the Private Units and units issued in payment of Working Capital Loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Administrative Services Agreement The Company entered into an Administrative Services Agreement with the Sponsor commencing on the date the securities of the Company are first listed on the Nasdaq Global Market, pursuant to a Registration Statement on Form S-1 filed by the Company with the SEC and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. The Company will pay $10,000 per month to the Sponsor for certain office space, utilities and secretarial and administrative services as may be reasonably required from time to time. As of September 30, 2023, the Company has incurred and accrued $86,129 in accrued expenses related to the agreement. The $30,000 and $86,129 incurred for the three and nine months ended September 30, 2023, respectively, have been included in administrative expense in the statements of operations. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,875,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised the option in full on January 18, 2023. The underwriters were entitled to a cash underwriting discount of $2,500,000, which was paid upon the closing of the Initial Public Offering. The underwriters are also entitled to a deferred cash underwriting discount of 3.50% of the gross proceeds of the Initial Public Offering and 5.50% of the gross proceeds from the sale of the over-allotment option Units, or $5,406,250, payable to the underwriters for deferred underwriting commissions. The full amount was placed in the trust account and will be released to the underwriters only on, and concurrently with, completion of an initial business combination. |
Shareholder's Deficit
Shareholder's Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Shareholder's Deficit | |
Shareholder's Deficit | Note 6 — Shareholder’s Deficit Preference shares Class A Ordinary shares issued outstanding Class B Ordinary shares On March 4, 2022, the Company effected a share capitalization with respect to our Class B ordinary shares of 1,150,000, resulting in our initial shareholders holding 6,900,000. On August 18, 2022, the Sponsor surrendered for no consideration 1,150,000 shares, resulting in a decrease in the total number of Class B shares outstanding to 5,750,000. On November 17, 2022 the Sponsor surrendered for no consideration 958,333 shares, resulting in a decrease in the total number of Class B shares outstanding to 4,791,667. All share amounts and related information have been retroactively restated in the financial statements to reflect the share capitalization and subsequent surrender. Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Proposed Public Offering and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of ordinary shares outstanding upon the completion of the Proposed Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any private placement shares, any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. Warrants The Company agrees that as soon as practicable, but in no event later than 20 Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement (which may be, at the election of the Company, a posteffective amendment to the Registration Statement) for the registration, under the Securities Act, of the shares of Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Warrant Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Public Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the shares of Ordinary Shares issuable upon exercise of the Public Warrants, to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption for that number of shares of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of shares of Ordinary Shares underlying the Public Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value. The “Fair Market Value” shall mean the volume-weighted average price of the shares of Ordinary Shares as reported during the ten trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. ● 18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● provided that the reference value of the Class A ordinary shares equals or exceeds $ 18.00 per share; and ● either there is an effective registration statement covering the issuance of the shares of Ordinary Shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available throughout the 30 -day redemption period; or ● the Company has elected to require the exercise of the Public Warrants on a “cashless basis” If (x) the Company issues additional shares of Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such 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 the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of shares of Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants for cash” shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. If the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant Price (as adjusted for share splits, share dividends, recapitalizations, extraordinary dividends and similar events) hereunder, no adjustment shall be made. 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 may be exercised for cash or on a “cashless basis”, the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants may be subject to certain transfer restriction, and the Private Placement Warrants are not redeemable at the option of the Company. The Private Placement Warrants shall not become Public Warrants as a result of any transfer of the Private Placement Warrants, regardless of the transferee. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares and upon completion of such offer, the offeror owns beneficially more than 50% aggregate voting power, including the power to vote on the election of directors of the Company, of the issued and outstanding equity securities of the Company, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant had been exercised, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call for Public Warrants and Uncapped American Call for Private Warrants on Bloomberg Financial Markets. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7 — Fair Value Measurements At September 30, 2023, the Company’s marketable securities held in the Trust Account were valued at $151,672,581. The cash and marketable securities held in the Trust Account must be recorded on the balance sheet at fair value and are subject to re-measurement at each balance sheet date. With each re-measurement, the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents the fair value information, as of September 30, 2023, of the Company’s financial assets that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s marketable securities held in the Trust Account are based on dividend and interest income and market fluctuations in the value of invested marketable securities, which are considered observable. The fair value of the marketable securities held in trust is classified within Level 1 of the fair value hierarchy. The following table sets forth by level within the fair value hierarchy the Company’s assets and liabilities that were accounted for at fair value on a recurring basis: (Level 1) (Level 2) (Level 3) Assets Cash equivalents (1) $ 711,236 $ — $ — Cash and marketable securities held in trust account (2) $ 151,672,581 $ — $ — (1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. (2) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. Measurement The Company established the initial fair value for the cash and marketable securities held in the Trust Account on January 18, 2023, the date of the consummation of the Company’s Initial Public Offering. As the cash was transferred to the Trust Account on January 18, 2023, the value at that date is the value of the cash transferred. Changes in fair value will result from dividend and interest income and market fluctuations in the value of invested marketable securities which will be reflected on each month end bank statement. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements (Unaudited) | 9 Months Ended |
Sep. 30, 2023 | |
Restatement of Previously Issued Financial Statements (Unaudited) | |
Restatement of Previously Issued Financial Statements (Unaudited) | Note 8 — Restatement of Previously Issued Financial Statements (Unaudited) In connection with the preparation of the Company’s financial statements as of December 31, 2022, management identified an error made in its historical financial statements where, certain accounting costs not direct or incremental to the preparation of the Company’s initial public offering were incorrectly accounted for as offering costs. The Company restated the Balance Sheets, Statements of Operations, and Statements of Cash Flows by reclassifying certain accounting costs not direct or incremental to the preparation of the Company’s initial public offering from deferred offering costs to formation and operating costs for the unaudited interim periods for the nine-months ended September 30, 2022, previously included in the Company’s Registration Statement on Form S-1. As Previously Reported Adjustment As Restated As of September 30, 2022 Balance Sheet: Deferred offering costs 602,384 (46,655) 555,729 Accrued offering costs 425,679 (46,655) 379,024 Accrued expenses — 46,655 46,655 Accumulated deficit (5,159) (46,655) (51,814) For the nine months ended September 30, 2022 Statement of Operations: Formation and operating costs 100 46,655 46,755 Net loss (100) (46,655) (46,755) Basic and diluted net loss per Class B ordinary share (0.00) (0.01) (0.01) Statement of Cash Flows Net loss (100) (46,655) (46,755) Cash flow from operating activities Accrued expenses — 46,655 46,655 Supplemental disclosure of non-cash financing activities Deferred offering costs included in accrued offering costs 602,384 (46,655) 555,729 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 9 — 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 other subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than the below. On October 16, 2023, the Company entered into a non-binding letter of intent (the “LOI”) with Pomvom Ltd., a company domiciled in Israel, whose shares are listed on the Tel Aviv Stock Exchange regarding the potential consummation of a business combination agreement. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the financial statements do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. |
Emerging Growth Company | 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”). 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” including, but not limited to, the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company intends to take advantage of the benefits of this extended transition period. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $810,428 and $8,305 in cash and cash equivalents as of September 30, 2023 and December 31, 2022, respectively. |
Cash and Marketable Securities held in Trust Account | Cash and Marketable Securities held in Trust Account Following the closing of the Initial Public Offering on January 18, 2023, an amount of $146,625,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units were placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 12 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within 12 months from the closing of the Initial Public Offering, the return of the funds held in the Trust Account to the public shareholders as part of redemption of the public shares. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2023, 14,375,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, at redemption value, as temporary equity, outside of the shareholders’ 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 Class A ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional paid-in capital, in accumulated deficit. The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at September 30, 2023 as follows: Gross proceeds from initial public offering $ 143,750,000 Less: Proceeds allocated to public warrants (354,359) Offering costs allocated to Class A ordinary shares subject to possible redemption (8,642,235) Plus: Accretion of Class A ordinary shares subject to possible redemption 16,919,175 Class A ordinary shares subject to possible redemption $ 151,672,581 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. The Company incurred offering costs from the Initial Public Offering of $8,642,235, consisting of $2,500,000 of underwriting fee, $5,406,250 of deferred underwriting fee, $735,985 of actual offering costs. These amounts were recorded to additional paid-in capital as a reduction to the net proceeds from the offering. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the amount that would be received to sell an asset or paid to transfer a liability, in an orderly transaction between market participants. Fair value measurements are classified on a three-tier hierarchy as follows: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under ASC 820 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 accounts for derivative financial instruments in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative financial instruments is evaluated at the end of each reporting period. There were no derivative financial instruments accounted for as liabilities as of September 30, 2023 and December 31, 2022. |
Warrants | Warrants The Company accounts for the public and private warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). Pursuant to the Company’s evaluation, the Company concluded that the public and private do not meet the criteria to be accounted for as liability under ASC 480. The Company further evaluated the public and private warrants and rights under “ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”) and concluded that the public warrants, private placement warrants are indexed to the Company’s own stock and meet the criteria to be classified in shareholders’ equity. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740, “Income Taxes”, prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. There is currently no taxation imposed by the Government of the Cayman Islands. The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statement. |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statement of operations includes a presentation of income (loss) per Class A redeemable ordinary share and loss per non-redeemable ordinary share following the two-class method of income per ordinary share. In order to determine the net income (loss) attributable to both the Class A redeemable ordinary shares and non-redeemable ordinary shares, the Company first considered the total net income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A ordinary shares subject to possible redemption was treated as dividends paid to the public shareholders. Net income (loss) per ordinary share is computed by dividing net income (loss) by class by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 14,375,000 Public Warrants in the calculation of diluted net income (loss) per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. Net income (loss) per ordinary share for the three and nine months ended September 30, 2023, was calculated by dividing the net income (loss) into the amount of Class B non-redeemable ordinary shares outstanding as no Class A ordinary shares were issued during that period. The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the three months ended September 30, 2023 (in dollars, except share amounts): Three Months Ended September 30, 2023 Net income $ 1,769,706 Accretion of temporary equity to redemption value (1,944,687) Net loss including accretion of temporary equity to redemption value $ (174,981) Three Months Ended September 30, 2023 Class B Non- Class A Redeemable Class A Non-redeemable redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income by class $ 1,276,497 $ 67,710 $ 425,499 Less: Accretion allocation based on ownership percentage $ (1,402,711) $ (74,405) (467,571) Allocation of accretion of temporary equity to redeemable shares 1,944,687 — — Total net income (loss) by class $ 1,818,473 $ (6,695) (42,072) Denominator: Weighted average shares outstanding 14,375,000 762,500 4,791,667 Basic and diluted net income (loss) per share $ 0.13 $ (0.01) (0.01) The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the nine months ended September 30, 2023 (in dollars, except share amounts): Nine Months Ended September 30, 2023 Net loss from beginning on the year to date of initial public offering $ (6,646) Net income from date of initial public offering to period end 4,356,123 Total income for the three months ended September 30, 2023 4,349,477 Accretion of temporary equity to redemption value (16,919,175) Net loss including accretion of temporary equity to redemption value $ (12,569,698) Nine Months Ended September 30, 2023 Class B Non- Class A Redeemable Class A Non-redeemable redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss from inception to date of initial public offering $ — $ — $ (6,646) Allocation of net income from date of initial public offering to period end 3,142,092 166,667 1,047,364 Total income allocated by class 3,142,092 166,667 1,040,718 Less: Accretion allocation based on ownership percentage $ (12,203,879) $ (647,336) (4,067,960) Allocation of accretion of temporary equity to redeemable shares 16,919,175 — — Total net income (loss) by class $ 7,857,388 $ (480,669) (3,027,242) Denominator: Weighted average shares outstanding 13,479,853 715,018 4,791,667 Basic and diluted net income (loss) per share $ 0.58 $ (0.67) (0.63) The earnings per share presented in the statement of operations for the three and nine months ended September 30, 2022 is based on the following: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Net loss $ (10,508) $ (46,755) Weighted average Class B ordinary shares outstanding 4,791,667 4,791,667 Basic and diluted net loss per share $ (0.00) $ (0.01) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. As a result of ASU 2020 – 06, more convertible debt instruments will be accounted for as a single liability measured at its amortized cost and more convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no features require bifurcation and recognition as derivatives. The amendments are effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted ASU 2020-06 and it did not have an impact on the Company’s financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies | |
Schedule of condensed balance sheet are reconciled | The Class A ordinary shares subject to possible redemption is reflected on the balance sheet at September 30, 2023 as follows: Gross proceeds from initial public offering $ 143,750,000 Less: Proceeds allocated to public warrants (354,359) Offering costs allocated to Class A ordinary shares subject to possible redemption (8,642,235) Plus: Accretion of Class A ordinary shares subject to possible redemption 16,919,175 Class A ordinary shares subject to possible redemption $ 151,672,581 |
Schedule of Reconciliation of net loss per common share | Three Months Ended September 30, 2023 Net income $ 1,769,706 Accretion of temporary equity to redemption value (1,944,687) Net loss including accretion of temporary equity to redemption value $ (174,981) Three Months Ended September 30, 2023 Class B Non- Class A Redeemable Class A Non-redeemable redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net income by class $ 1,276,497 $ 67,710 $ 425,499 Less: Accretion allocation based on ownership percentage $ (1,402,711) $ (74,405) (467,571) Allocation of accretion of temporary equity to redeemable shares 1,944,687 — — Total net income (loss) by class $ 1,818,473 $ (6,695) (42,072) Denominator: Weighted average shares outstanding 14,375,000 762,500 4,791,667 Basic and diluted net income (loss) per share $ 0.13 $ (0.01) (0.01) The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share for the nine months ended September 30, 2023 (in dollars, except share amounts): Nine Months Ended September 30, 2023 Net loss from beginning on the year to date of initial public offering $ (6,646) Net income from date of initial public offering to period end 4,356,123 Total income for the three months ended September 30, 2023 4,349,477 Accretion of temporary equity to redemption value (16,919,175) Net loss including accretion of temporary equity to redemption value $ (12,569,698) Nine Months Ended September 30, 2023 Class B Non- Class A Redeemable Class A Non-redeemable redeemable Basic and diluted net income (loss) per share: Numerator: Allocation of net loss from inception to date of initial public offering $ — $ — $ (6,646) Allocation of net income from date of initial public offering to period end 3,142,092 166,667 1,047,364 Total income allocated by class 3,142,092 166,667 1,040,718 Less: Accretion allocation based on ownership percentage $ (12,203,879) $ (647,336) (4,067,960) Allocation of accretion of temporary equity to redeemable shares 16,919,175 — — Total net income (loss) by class $ 7,857,388 $ (480,669) (3,027,242) Denominator: Weighted average shares outstanding 13,479,853 715,018 4,791,667 Basic and diluted net income (loss) per share $ 0.58 $ (0.67) (0.63) Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Net loss $ (10,508) $ (46,755) Weighted average Class B ordinary shares outstanding 4,791,667 4,791,667 Basic and diluted net loss per share $ (0.00) $ (0.01) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Schedule of assets and liabilities that were accounted for at fair value on a recurring basis | (Level 1) (Level 2) (Level 3) Assets Cash equivalents (1) $ 711,236 $ — $ — Cash and marketable securities held in trust account (2) $ 151,672,581 $ — $ — (1) The fair value of money market funds have been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. (2) The fair value of the marketable securities held in the Trust Account approximates the carrying amount primarily due to their short-term nature. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Unaudited) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restatement of Previously Issued Financial Statements (Unaudited) | |
Schedule of restatement of previously issued financial statements (unaudited) | As Previously Reported Adjustment As Restated As of September 30, 2022 Balance Sheet: Deferred offering costs 602,384 (46,655) 555,729 Accrued offering costs 425,679 (46,655) 379,024 Accrued expenses — 46,655 46,655 Accumulated deficit (5,159) (46,655) (51,814) For the nine months ended September 30, 2022 Statement of Operations: Formation and operating costs 100 46,655 46,755 Net loss (100) (46,655) (46,755) Basic and diluted net loss per Class B ordinary share (0.00) (0.01) (0.01) Statement of Cash Flows Net loss (100) (46,655) (46,755) Cash flow from operating activities Accrued expenses — 46,655 46,655 Supplemental disclosure of non-cash financing activities Deferred offering costs included in accrued offering costs 602,384 (46,655) 555,729 |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity and Capital Resources (Details) | 9 Months Ended | |||||
Jan. 18, 2023 USD ($) $ / shares shares | Aug. 24, 2021 item | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jan. 08, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Description of Organization, Business Operations and Liquidity and Capital Resources | ||||||
Condition for future business combination number of businesses minimum | item | 1 | |||||
Operating cash | $ 810,428 | $ 8,305 | ||||
Working capital | 859,901 | |||||
Payments of stock issuance cost | $ 487,401 | $ 116,240 | ||||
Common Class B | ||||||
Description of Organization, Business Operations and Liquidity and Capital Resources | ||||||
Ordinary shares, Par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common Class B | Sponsor | ||||||
Description of Organization, Business Operations and Liquidity and Capital Resources | ||||||
Payments of stock issuance cost | $ 25,000 | |||||
Initial Public Offering | ||||||
Description of Organization, Business Operations and Liquidity and Capital Resources | ||||||
Sale of units (in shares) | shares | 14,375,000 | |||||
Ordinary shares, par value (per share) | $ / shares | $ 10 | $ 10.20 | ||||
Gross proceeds | $ 143,750,000 | |||||
Condition for future business combination use of proceeds percentage | 80% | |||||
Condition for future business combination threshold Percentage Ownership | 50% | |||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Initial Public Offering | Public Shares | ||||||
Description of Organization, Business Operations and Liquidity and Capital Resources | ||||||
Ordinary shares, par value (per share) | $ / shares | $ 10.20 | |||||
Net Proceeds | $ 146,625,000 | |||||
Months of company public shares if the company is unable to complete the initial business combination | 12 months | |||||
Months of the company extends the time to complete a business combination | 18 months | |||||
Initial Public Offering | Private Placement Warrants | ||||||
Description of Organization, Business Operations and Liquidity and Capital Resources | ||||||
Sale of units (in shares) | shares | 762,500 | |||||
Ordinary shares, par value (per share) | $ / shares | $ 10 | |||||
Proceeds from sale of Private Placement Warrants | $ 7,625,000 | |||||
Private Placement | ||||||
Description of Organization, Business Operations and Liquidity and Capital Resources | ||||||
Sale of units (in shares) | shares | 762,500 | |||||
Ordinary shares, par value (per share) | $ / shares | $ 10 | |||||
Over-allotment option | ||||||
Description of Organization, Business Operations and Liquidity and Capital Resources | ||||||
Sale of units (in shares) | shares | 1,875,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | ||
Jan. 18, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | |||
Cash and cash equivalents | $ 810,428 | $ 8,305 | |
Offering costs | 8,642,235 | ||
Underwriting fee | 2,500,000 | ||
Deferred underwriting fee | 5,406,250 | ||
Actual offering costs | $ 735,985 | ||
Shares excluded from calculation of diluted loss per share | 14,375,000 | ||
Unrecognized tax benefits | $ 0 | ||
Class A ordinary shares subject to possible redemption | |||
Significant Accounting Policies | |||
Temporary equity, shares outstanding | 14,375,000 | ||
Money market funds | |||
Significant Accounting Policies | |||
Net proceeds from sale of units | $ 146,625,000 | ||
Percentage redemption of public share | 100% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of condensed balance sheet (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Significant Accounting Policies | ||
Accretion of Class A ordinary shares subject to possible redemption | $ 1,944,687 | $ 16,919,175 |
Class A ordinary shares subject to possible redemption | $ 174,981 | |
Class A ordinary shares subject to possible redemption | ||
Significant Accounting Policies | ||
Gross proceeds from initial public offering | 143,750,000 | |
Proceeds allocated to public warrants | (354,359) | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (8,642,235) | |
Accretion of Class A ordinary shares subject to possible redemption | 16,919,175 | |
Class A ordinary shares subject to possible redemption | $ 151,672,581 |
Significant Accounting Polici_6
Significant Accounting Policies - Basic and diluted net income (loss) per ordinary share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||||
Jan. 18, 2023 | Jan. 18, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Significant Accounting Policies | |||||||||||
Net loss | $ (6,646) | $ 1,769,706 | $ 1,435,806 | $ 1,143,965 | $ (10,508) | $ (10,278) | $ (25,969) | $ 4,356,123 | $ 4,349,477 | $ (46,755) | |
Accretion of Class A ordinary shares subject to possible redemption | (1,944,687) | (16,919,175) | |||||||||
Net loss including accretion of temporary equity to redemption value | (174,981) | ||||||||||
Numerator: | |||||||||||
Allocation of accretion of temporary equity to redeemable shares | 1,944,687 | 16,919,175 | |||||||||
Denominator: | |||||||||||
Diluted net income per share | $ (0.01) | ||||||||||
Basic net income per share (in dollars per share) | $ 0 | $ (0.01) | |||||||||
Class A Redeemable | |||||||||||
Significant Accounting Policies | |||||||||||
Accretion of Class A ordinary shares subject to possible redemption | (1,944,687) | (16,919,175) | |||||||||
Numerator: | |||||||||||
Allocation of net loss from inception to date of initial public offering | 1,276,497 | 3,142,092 | 3,142,092 | ||||||||
Less: Accretion allocation based on ownership percentage | (1,402,711) | (12,203,879) | |||||||||
Allocation of accretion of temporary equity to redeemable shares | 1,944,687 | 16,919,175 | |||||||||
Total net income (loss) by class | $ 1,818,473 | $ 7,857,388 | |||||||||
Denominator: | |||||||||||
Weighted average shares outstanding, Basic | 14,375,000 | 13,479,853 | |||||||||
Weighted average shares outstanding, Diluted | 14,375,000 | 13,479,853 | |||||||||
Diluted net income per share | $ 0.13 | $ 0.58 | |||||||||
Basic net income per share (in dollars per share) | $ 0.13 | $ 0.58 | |||||||||
Class A Non-redeemable | |||||||||||
Numerator: | |||||||||||
Allocation of net loss from inception to date of initial public offering | $ 67,710 | 166,667 | $ 166,667 | ||||||||
Less: Accretion allocation based on ownership percentage | (74,405) | (647,336) | |||||||||
Total net income (loss) by class | $ (6,695) | $ (480,669) | |||||||||
Denominator: | |||||||||||
Weighted average shares outstanding, Basic | 762,500 | 715,018 | |||||||||
Weighted average shares outstanding, Diluted | 762,500 | 715,018 | |||||||||
Diluted net income per share | $ (0.01) | $ (0.67) | |||||||||
Basic net income per share (in dollars per share) | $ (0.01) | $ (0.67) | |||||||||
Class A ordinary shares not subject to possible redemption | |||||||||||
Significant Accounting Policies | |||||||||||
Net loss including accretion of temporary equity to redemption value | $ (12,569,698) | ||||||||||
Denominator: | |||||||||||
Weighted average shares outstanding, Basic | 762,500 | 715,018 | |||||||||
Weighted average shares outstanding, Diluted | 762,500 | 715,018 | |||||||||
Diluted net income per share | $ (0.01) | $ (0.67) | |||||||||
Basic net income per share (in dollars per share) | $ (0.01) | $ (0.67) | |||||||||
Common Class B | |||||||||||
Denominator: | |||||||||||
Weighted average shares outstanding, Basic | 4,791,667 | 4,791,667 | |||||||||
Class B Non-redeemable | |||||||||||
Numerator: | |||||||||||
Allocation of net loss from inception to date of initial public offering | $ (6,646) | $ 425,499 | $ 1,047,364 | $ 1,040,718 | |||||||
Less: Accretion allocation based on ownership percentage | (467,571) | (4,067,960) | |||||||||
Total net income (loss) by class | $ (42,072) | $ (3,027,242) | |||||||||
Denominator: | |||||||||||
Weighted average shares outstanding, Basic | 4,791,667 | 4,791,667 | |||||||||
Weighted average shares outstanding, Diluted | 4,791,667 | 4,791,667 | |||||||||
Diluted net income per share | $ (0.01) | $ (0.63) | |||||||||
Basic net income per share (in dollars per share) | $ (0.01) | $ (0.63) |
Significant Accounting Polici_7
Significant Accounting Policies - Earnings per share (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||||
Jan. 18, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Significant Accounting Policies | ||||||||||
Net loss | $ (6,646) | $ 1,769,706 | $ 1,435,806 | $ 1,143,965 | $ (10,508) | $ (10,278) | $ (25,969) | $ 4,356,123 | $ 4,349,477 | $ (46,755) |
Basic net income per share (in dollars per share) | $ 0 | $ (0.01) | ||||||||
Diluted net income per share | $ (0.01) | |||||||||
Common Class B | ||||||||||
Significant Accounting Policies | ||||||||||
Weighted average shares outstanding, Basic | 4,791,667 | 4,791,667 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Jan. 18, 2023 | Sep. 30, 2023 | Jan. 08, 2023 | Dec. 31, 2022 |
Initial Public Offering | ||||
Cash and marketable securities held in trust account | $ 151,672,581 | |||
Operating cash | $ 810,428 | $ 8,305 | ||
Class A ordinary shares | Public Warrants | ||||
Initial Public Offering | ||||
Exercise price of warrant | $ 11.50 | |||
Initial Public Offering | ||||
Initial Public Offering | ||||
Number of units sold | 14,375,000 | |||
Offering price per share | $ 10 | $ 10.20 | ||
Share Price | $ 10.20 | |||
Initial Public Offering | Public Warrants | ||||
Initial Public Offering | ||||
Number of shares in a unit | 1 | |||
Number of warrants in a unit | 1 | |||
Number of shares issuable per warrant | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 3 Months Ended | |||||||||
May 07, 2023 | Nov. 17, 2022 | Aug. 18, 2022 | Mar. 04, 2022 | Jan. 26, 2022 | Jun. 30, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | ||
Related Party Transactions | ||||||||||
Aggregate purchase price | [1] | $ 25,000 | ||||||||
Transfer of Founder Shares | $ 95,990 | |||||||||
Common Class B | ||||||||||
Related Party Transactions | ||||||||||
Number of shares transferred (in shares) | 6,900,000 | |||||||||
Common stock outstanding | 4,791,667 | 5,750,000 | 4,791,667 | 4,791,667 | ||||||
Common Class B | Sponsor | ||||||||||
Related Party Transactions | ||||||||||
Consideration for shares surrender | 0 | 0 | ||||||||
Founder Shares | Sponsor | ||||||||||
Related Party Transactions | ||||||||||
Number of shares transferred (in shares) | 95,500 | 958,333 | 1,150,000 | 6,900,000 | ||||||
Number of shares surrender | 958,333 | 1,150,000 | ||||||||
Common stock outstanding | 4,791,667 | 5,750,000 | 6,900,000 | |||||||
Founder Shares | Common Class B | ||||||||||
Related Party Transactions | ||||||||||
Number of shares transferred (in shares) | 1,150,000 | |||||||||
Founder Shares | Common Class B | Sponsor | ||||||||||
Related Party Transactions | ||||||||||
Number of shares issued | 5,750,000 | |||||||||
Ordinary shares, par value (per share) | $ 0.0001 | |||||||||
Aggregate purchase price | $ 25,000 | |||||||||
[1] (1) |
Related Party Transactions - Pr
Related Party Transactions - Private Placement (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Related Party Transactions | |
Aggregate purchase price | $ | $ 7,625,000 |
Private Placement | |
Related Party Transactions | |
Number of units sold | 762,500 |
Offering price per share | $ / shares | $ 10 |
Aggregate purchase price | $ | $ 7,625,000 |
Number of shares in a unit | 1 |
Number of warrants in a unit | 1 |
Number of shares issuable per warrant | 1 |
Private Placement | Common Class A | |
Related Party Transactions | |
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans (Details) - Working Capital Loans - Related Party Loans - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||
Proceeds held in trust account used to repay working capital loan | $ 0 | |
Maximum amount of loan convertible | $ 1,500,000 | |
Offering price per share | $ 10 | |
Related Party | ||
Related Party Transactions | ||
Outstanding balance | $ 0 | $ 0 |
Related Party Transactions - _2
Related Party Transactions - Promissory Note from Related Party (Details) - Promissory note - USD ($) | Jan. 18, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Jan. 26, 2022 |
Related Party Transactions | ||||
Aggregate principal amount | $ 300,000 | |||
Amount borrowed | $ 237,234 | |||
Annual payments | 245,540 | |||
Related Party | ||||
Related Party Transactions | ||||
Overpayment of related party receivable | $ 8,306 | |||
Outstanding balance | $ 0 | $ 237,234 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 9 Months Ended | ||
Jan. 18, 2023 shares | Sep. 30, 2023 USD ($) item | Sep. 30, 2023 USD ($) item shares | Sep. 30, 2022 USD ($) | |
Commitments & Contingencies | ||||
Maximum number of demands for registration of securities | item | 2 | 2 | ||
Accrued expenses related party | $ 969 | |||
Administrative expense | $ 31,242 | $ 192,090 | ||
Administrative Services Agreement [Member] | ||||
Commitments & Contingencies | ||||
Expenses per month paid | 10,000 | |||
Accrued expenses related party | 86,129 | |||
Administrative expense | 30,000 | 86,129 | ||
Initial Public Offering | ||||
Commitments & Contingencies | ||||
Number of units sold | shares | 14,375,000 | |||
Payment of underwriting fee | 2,500,000 | $ 2,500,000 | ||
Underwriting fee (in percentage) | 3.50 | |||
Over-allotment option | ||||
Commitments & Contingencies | ||||
Granted Term | 45 days | |||
Number of units sold | shares | 1,875,000 | |||
Underwriting fee (in percentage) | 5.50 | |||
Deferred underwriting commission | $ 5,406,250 | $ 5,406,250 |
Shareholder's Deficit - Prefere
Shareholder's Deficit - Preference shares (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Shareholder's Deficit | ||
Preferred shares, shares authorized | 2,000,000 | 2,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholder's Deficit - Ordinar
Shareholder's Deficit - Ordinary shares (Details) | 9 Months Ended | |||||
May 07, 2023 shares | Nov. 17, 2022 shares | Aug. 18, 2022 shares | Mar. 04, 2022 USD ($) shares | Sep. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Shareholder's Deficit | ||||||
Threshold conversion ratio of stock | 1 | |||||
Sponsor | Founder Shares | ||||||
Shareholder's Deficit | ||||||
Ordinary shares, share outstanding | 4,791,667 | 5,750,000 | 6,900,000 | |||
Number of shares transferred (in shares) | 95,500 | 958,333 | 1,150,000 | 6,900,000 | ||
Class A ordinary shares | ||||||
Shareholder's Deficit | ||||||
Ordinary shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Class A ordinary shares subject to possible redemption | ||||||
Shareholder's Deficit | ||||||
Temporary equity, shares issued | 14,375,000 | 14,375,000 | ||||
Temporary equity, shares outstanding | 14,375,000 | 14,375,000 | ||||
Class A ordinary shares not subject to possible redemption | ||||||
Shareholder's Deficit | ||||||
Ordinary shares, shares issued (in shares) | 762,500 | 0 | ||||
Ordinary shares, share outstanding | 762,500 | 0 | ||||
Common Class B | ||||||
Shareholder's Deficit | ||||||
Ordinary shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares issued (in shares) | 4,791,667 | 4,791,667 | ||||
Ordinary shares, share outstanding | 4,791,667 | 5,750,000 | 4,791,667 | 4,791,667 | ||
Ordinary shares, votes per share | Vote | 1 | |||||
Number of shares transferred (in shares) | 6,900,000 | |||||
Ratio to be applied to the stock in the conversion | 25 | |||||
Common Class B | Founder Shares | ||||||
Shareholder's Deficit | ||||||
Number of shares transferred (in shares) | 1,150,000 | |||||
Common Class B | Sponsor | ||||||
Shareholder's Deficit | ||||||
Consideration for shares surrender | 0 | 0 | ||||
Common Class B | Sponsor | Founder Shares | ||||||
Shareholder's Deficit | ||||||
Share capitalization | $ | $ 1,150,000 |
Shareholder's Deficit - Warrant
Shareholder's Deficit - Warrants (Details) | 9 Months Ended | |
Sep. 30, 2023 D $ / shares | Dec. 31, 2022 $ / shares | |
Shareholder's Deficit | ||
Maximum threshold period for registration statement to become effective after business combination | 60 days | |
Percentage of aggregate voting power for holder of a warrant entitled to receive the highest amount of cash | 50% | |
Maximum consideration receivable to decrease warrant price | 70% | |
Warrant exercise term from public disclosure of the consummation of the applicable event to decrease warrant price | 30 days | |
Minimum warrant price | $ 0 | |
Maximum | ||
Shareholder's Deficit | ||
Maximum threshold period for registration statement to become effective after business combination | 61 days | |
Class A ordinary shares | ||
Shareholder's Deficit | ||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Class B | ||
Shareholder's Deficit | ||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Warrants | ||
Shareholder's Deficit | ||
Maximum period after business combination in which to file registration statement | 20 days | |
Warrants | Class A ordinary shares | ||
Shareholder's Deficit | ||
Redemption price per public warrant (in dollars per share) | $ 11.50 | |
Warrant exercise period condition one | 30 days | |
Public Warrants expiration term | 5 years | |
Private Placement Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Shareholder's Deficit | ||
Redemption price per public warrant (in dollars per share) | $ 18 | |
Public Warrants | ||
Shareholder's Deficit | ||
Share price trigger used to measure dilution of warrant | $ 9.20 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | |
Trading period after business combination used to measure dilution of warrant | D | 20 | |
Warrant exercise price adjustment multiple | 115 | |
Warrant redemption price adjustment multiple | 180 | |
Public Warrants | Common Class B | ||
Shareholder's Deficit | ||
Ordinary shares, Par value (in dollars per share) | $ 0.0001 | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
Shareholder's Deficit | ||
Redemption price per public warrant (in dollars per share) | 0.01 | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Redemption period | 30 days | |
Warrant redemption condition minimum share price | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Sep. 30, 2023 USD ($) |
Fair Value Measurements | |
Cash and marketable securities held in trust account | $ 151,672,581 |
Level 1 | Recurring | |
Fair Value Measurements | |
Cash equivalents | 711,236 |
Cash and marketable securities held in trust account | $ 151,672,581 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Unaudited) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||||
Jan. 18, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Balance Sheet: | |||||||||||
Deferred offering costs | $ 555,729 | $ 555,729 | |||||||||
Accrued offering costs | 379,024 | 379,024 | |||||||||
Accrued expenses | 46,655 | 46,655 | |||||||||
Accumulated deficit | $ (4,546,904) | (51,814) | $ (4,546,904) | $ (4,546,904) | (51,814) | $ (77,000) | |||||
Statement of Operations: | |||||||||||
Formation and operating costs | 46,755 | ||||||||||
Net loss | $ (6,646) | $ 1,769,706 | $ 1,435,806 | $ 1,143,965 | $ (10,508) | $ (10,278) | $ (25,969) | $ 4,356,123 | 4,349,477 | $ (46,755) | |
Basic net income per share (in dollars per share) | $ 0 | $ (0.01) | |||||||||
Diluted net loss per share (in dollars per share) | $ (0.01) | ||||||||||
Statement of Cash Flows | |||||||||||
Net loss | $ 4,349,477 | $ (46,755) | |||||||||
Cash Flows from Operating Activities: | |||||||||||
Accrued expenses | 46,655 | ||||||||||
Supplemental Disclosure of Non-cash Financing Activities: | |||||||||||
Deferred offering costs included in accrued offering costs | 555,729 | ||||||||||
As Previously Reported | |||||||||||
Balance Sheet: | |||||||||||
Deferred offering costs | $ 602,384 | 602,384 | |||||||||
Accrued offering costs | 425,679 | 425,679 | |||||||||
Accumulated deficit | (5,159) | (5,159) | |||||||||
Statement of Operations: | |||||||||||
Formation and operating costs | 100 | ||||||||||
Net loss | $ (100) | ||||||||||
Basic net income per share (in dollars per share) | $ 0 | ||||||||||
Diluted net loss per share (in dollars per share) | $ 0 | ||||||||||
Statement of Cash Flows | |||||||||||
Net loss | $ (100) | ||||||||||
Supplemental Disclosure of Non-cash Financing Activities: | |||||||||||
Deferred offering costs included in accrued offering costs | 602,384 | ||||||||||
Adjustment | |||||||||||
Balance Sheet: | |||||||||||
Deferred offering costs | (46,655) | (46,655) | |||||||||
Accrued offering costs | (46,655) | (46,655) | |||||||||
Accrued expenses | 46,655 | 46,655 | |||||||||
Accumulated deficit | $ (46,655) | (46,655) | |||||||||
Statement of Operations: | |||||||||||
Formation and operating costs | 46,655 | ||||||||||
Net loss | $ (46,655) | ||||||||||
Basic net income per share (in dollars per share) | $ (0.01) | ||||||||||
Diluted net loss per share (in dollars per share) | $ (0.01) | ||||||||||
Statement of Cash Flows | |||||||||||
Net loss | $ (46,655) | ||||||||||
Cash Flows from Operating Activities: | |||||||||||
Accrued expenses | 46,655 | ||||||||||
Supplemental Disclosure of Non-cash Financing Activities: | |||||||||||
Deferred offering costs included in accrued offering costs | $ (46,655) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||||
Jan. 18, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||||
Net Income (Loss) | $ (6,646) | $ 1,769,706 | $ 1,435,806 | $ 1,143,965 | $ (10,508) | $ (10,278) | $ (25,969) | $ 4,356,123 | $ 4,349,477 | $ (46,755) |