Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | PONO CAPITAL THREE, INC. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 4 |
Entity Central Index Key | 0001930021 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash | $ 68,282 | $ 88,277 | |
Prepaid expenses | 154,362 | 1,372 | |
Total current assets | 222,644 | 89,649 | |
Deferred offering costs | 368,802 | ||
Marketable Securities held in Trust Account | 121,479,815 | ||
Total Assets | 121,702,459 | 458,451 | |
Current liabilities: | |||
Accounts payable | 354,495 | ||
Accrued expenses | 59,270 | ||
Income tax payable | 757,011 | ||
Total current liabilities | 1,250,776 | 442,138 | |
Deferred underwriting fee payable | 3,450,000 | ||
Forward Purchase Agreement | 8,890,000 | ||
Accrued offering costs | 70,000 | 142,138 | |
Total Liabilities | 13,590,776 | 442,138 | |
Commitments and Contingencies (Note 6) | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 and 0 shares at redemption value of $10.49 and $0 per share as of September 30, 2023 and December 31, 2022, respectively | 120,622,804 | ||
Shareholders’ Equity: | |||
Preference shares, value | |||
Additional paid-in capital | 24,712 | ||
Subscription receivable | (206) | ||
Accumulated deficit | (12,511,682) | (8,687) | |
Total Shareholders’ Equity (Deficit) | (12,511,121) | 16,313 | |
Total Liabilities and Shareholders’ Equity (Deficit) | 121,702,459 | 458,451 | |
Class A Ordinary Shares | |||
Current liabilities: | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value, 11,500,000 and 0 shares at redemption value of $10.49 and $0 per share as of September 30, 2023 and December 31, 2022, respectively | 120,622,804 | ||
Shareholders’ Equity: | |||
Ordinary shares, value | 67 | ||
Class B Ordinary Shares | |||
Shareholders’ Equity: | |||
Ordinary shares, value | 494 | 494 | [1] |
Related Party | |||
Current liabilities: | |||
Accrued expenses | 10,000 | ||
Promissory note | $ 300,000 | ||
[1]Includes up to 643,777 Class B ordinary shares subject to forfeiture if the over -allotment -allotment |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |
Preference shares, shares issued | |||
Preference shares, shares outstanding | |||
Class A Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | |
Ordinary shares, shares issued | 668,875 | 0 | |
Ordinary shares, shares outstanding | 668,875 | 0 | |
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares subject to possible redemption, shares at redemption value | 11,500,000 | 0 | |
Ordinary shares subject to possible redemption, per share (in Dollars per share) | $ 10.49 | $ 0 | |
Class B Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | [1] |
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 | [1] |
Ordinary shares, shares issued | 4,935,622 | 4,935,622 | [1] |
Ordinary shares, shares outstanding | 4,935,622 | 4,935,622 | [1] |
[1]Includes up to 643,777 Class B ordinary shares subject to forfeiture if the over -allotment -allotment |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | ||
Operating and formation costs | $ 612,468 | $ 1,420 | $ 2,847 | $ 1,038,554 | $ 8,687 | |
Loss from operations | (612,468) | (1,420) | (2,847) | (1,038,554) | ||
Other income (expenses) | ||||||
Interest income on investments held in Trust Account | 1,562,141 | 3,604,815 | ||||
Change in fair value of Forward Purchase Agreement | (80,000) | (80,000) | ||||
Total other income (expense) | 1,482,141 | 3,524,815 | ||||
Income (loss) before income taxes | 869,673 | (1,420) | (2,847) | 2,486,261 | ||
Income tax expense | (757,011) | (757,011) | ||||
Net Income (loss) | $ 112,662 | $ (1,420) | $ (2,847) | $ 1,729,250 | $ (8,687) | |
Basic weighted average shares outstanding (in Shares) | [1] | 2,850,155 | ||||
Basic net income (loss) per share (in Dollars per share) | $ 0 | |||||
Class A Ordinary Shares | ||||||
Other income (expenses) | ||||||
Basic weighted average shares outstanding (in Shares) | 12,168,875 | 10,163,016 | ||||
Basic net income (loss) per share (in Dollars per share) | $ 0.01 | $ 0 | $ 0 | $ 0.12 | ||
Class B Ordinary Shares | ||||||
Other income (expenses) | ||||||
Basic weighted average shares outstanding (in Shares) | 4,935,622 | 2,875,000 | 1,432,234 | 4,935,622 | ||
Basic net income (loss) per share (in Dollars per share) | $ 0.01 | $ 0 | $ 0 | $ 0.12 | ||
[1]Excludes up to 643,777 Class B ordinary shares subject to forfeiture if the over -allotment -allotment |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | ||
Diluted weighted average shares outstanding | [1] | 2,850,155 | ||||
Diluted net loss per ordinary share (in Dollars per share) | $ 0 | |||||
Class A Ordinary Shares | ||||||
Diluted weighted average shares outstanding | 12,168,875 | 10,163,016 | ||||
Diluted net loss per ordinary share (in Dollars per share) | $ 0.01 | $ 0 | $ 0 | $ 0.12 | ||
Class B Ordinary Shares | ||||||
Diluted weighted average shares outstanding | 4,935,622 | 2,875,000 | 1,432,234 | 4,935,622 | ||
Diluted net loss per ordinary share (in Dollars per share) | $ 0.01 | $ 0 | $ 0 | $ 0.12 | ||
[1]Excludes up to 643,777 Class B ordinary shares subject to forfeiture if the over -allotment -allotment |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited) - USD ($) | Class B Ordinary Shares | Class A Ordinary Shares | Additional Paid-in Capital | Subscription Receivable | Accumulated Deficit | Total |
Balance at Mar. 11, 2022 | ||||||
Balance (in Shares) at Mar. 11, 2022 | ||||||
Net income (loss) | (338) | (338) | ||||
Balance at Mar. 31, 2022 | (338) | (338) | ||||
Balance (in Shares) at Mar. 31, 2022 | ||||||
Balance at Mar. 11, 2022 | ||||||
Balance (in Shares) at Mar. 11, 2022 | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 494 | 24,712 | (206) | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 4,935,622 | |||||
Net income (loss) | (8,687) | (8,687) | ||||
Balance at Dec. 31, 2022 | $ 494 | 24,712 | (206) | (8,687) | 16,313 | |
Balance (in Shares) at Dec. 31, 2022 | 4,935,622 | |||||
Balance at Mar. 31, 2022 | (338) | (338) | ||||
Balance (in Shares) at Mar. 31, 2022 | ||||||
Issuance of Class B ordinary shares to Sponsor | $ 288 | 24,712 | 25,000 | |||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 2,875,000 | |||||
Net income (loss) | (1,089) | (1,089) | ||||
Balance at Jun. 30, 2022 | $ 288 | 24,712 | (1,427) | 23,573 | ||
Balance (in Shares) at Jun. 30, 2022 | 2,875,000 | |||||
Net income (loss) | (1,420) | (1,420) | ||||
Balance at Sep. 30, 2022 | $ 288 | 24,712 | (2,847) | 22,153 | ||
Balance (in Shares) at Sep. 30, 2022 | 2,875,000 | |||||
Balance at Dec. 31, 2022 | $ 494 | 24,712 | (206) | (8,687) | 16,313 | |
Balance (in Shares) at Dec. 31, 2022 | 4,935,622 | |||||
Issuance of Placement Units | $ 57 | 5,653,693 | 5,653,750 | |||
Issuance of Placement Units (in Shares) | 565,375 | |||||
Issuance of Representative Shares | $ 10 | 132,470 | 132,480 | |||
Issuance of Representative Shares (in Shares) | 103,500 | |||||
Proceeds allocated to Public Warrants | 3,392,500 | 3,392,500 | ||||
Allocation of Issuance Costs | (206,223) | (206,223) | ||||
Accretion Redemption Value of Class A Ordinary Shares | (8,997,152) | (3,204,124) | (12,201,276) | |||
Net income (loss) | 499,414 | 499,414 | ||||
Balance at Mar. 31, 2023 | $ 494 | $ 67 | (206) | (2,713,397) | (2,713,042) | |
Balance (in Shares) at Mar. 31, 2023 | 4,935,622 | 668,875 | ||||
Balance at Dec. 31, 2022 | $ 494 | 24,712 | (206) | (8,687) | 16,313 | |
Balance (in Shares) at Dec. 31, 2022 | 4,935,622 | |||||
Issuance of Representative Shares | $ 132,480 | |||||
Issuance of Representative Shares (in Shares) | 103,500 | |||||
Net income (loss) | $ 1,729,250 | |||||
Balance at Sep. 30, 2023 | $ 494 | $ 67 | (12,511,682) | (12,511,121) | ||
Balance (in Shares) at Sep. 30, 2023 | 4,935,622 | 668,875 | ||||
Balance at Mar. 31, 2023 | $ 494 | $ 67 | (206) | (2,713,397) | (2,713,042) | |
Balance (in Shares) at Mar. 31, 2023 | 4,935,622 | 668,875 | ||||
Cash received for stock subscription receivable | 206 | 206 | ||||
Accretion Redemption Value of Class A Ordinary Shares | (1,412,991) | (1,412,991) | ||||
Net income (loss) | 1,117,174 | 1,117,174 | ||||
Balance at Jun. 30, 2023 | $ 494 | $ 67 | (3,009,214) | (3,008,653) | ||
Balance (in Shares) at Jun. 30, 2023 | 4,935,622 | 668,875 | ||||
Forward Purchase Agreement | (8,810,000) | (8,810,000) | ||||
Accretion Redemption Value of Class A Ordinary Shares | (805,130) | (805,130) | ||||
Net income (loss) | 112,662 | 112,662 | ||||
Balance at Sep. 30, 2023 | $ 494 | $ 67 | $ (12,511,682) | $ (12,511,121) | ||
Balance (in Shares) at Sep. 30, 2023 | 4,935,622 | 668,875 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 7 Months Ended | 9 Months Ended | 10 Months Ended |
Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (2,847) | $ 1,729,250 | $ (8,687) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Interest income on investments held in Trust Account | (3,604,815) | ||
Change in fair value of Forward Purchase Agreement | 80,000 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | (2,882) | (152,989) | (1,372) |
Accounts payable | 354,495 | ||
Accrued expenses | 59,270 | ||
Accrued expenses – related party | 10,000 | ||
Income tax payable | 757,011 | ||
Net cash used in operating activities | (5,729) | (767,778) | (10,059) |
Cash Flows from Investing Activities: | |||
Investment of cash in Trust Account | (117,875,000) | ||
Net cash used in investing activities | (117,875,000) | ||
Cash Flows from Financing Activities: | |||
Proceeds from sale of Placement Units | 5,653,750 | ||
Proceeds from sale of Units, net of underwriting discount paid | 113,735,000 | ||
Proceeds from stock subscriptions received | 206 | ||
Repayment of Promissory note – related party | (300,000) | ||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | 25,000 | |
Proceeds from promissory note – related party | 300,000 | 300,000 | |
Advance from Sponsor for payment of formation costs | 412 | 412 | |
Repayment to Sponsor for payment of formation costs | (412) | (412) | |
Payment of offering costs | (112,351) | (466,173) | (226,664) |
Net cash provided by financing activities | 212,649 | 118,622,783 | 98,336 |
Net Change in Cash | 206,920 | (19,995) | 88,277 |
Cash – Beginning of period | 88,277 | ||
Cash – End of period | 206,920 | 68,282 | 88,277 |
Non-cash investing and financing activities: | |||
Initial measurement of forward purchase options liabilities | 8,810,000 | ||
Accretion of Class A ordinary shares subject to redemption value | 14,419,398 | ||
Valuation of Representative Shares | 132,480 | ||
Offering costs included in Accrued offering costs | 92,094 | 70,000 | |
Deferred underwriting fee payable | $ 3,450,000 | ||
Deferred offering costs included in accrued offering costs | 142,138 | ||
Issuance of Class B ordinary shares to Sponsor for subscription receivable | $ 206 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization, Business Operations and Going Concern [Abstract] | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Pono Capital Three, Inc. (the “Company”) is a blank check company incorporated in Delaware on March 11, 2022. On October 14, 2022, the Company redomiciled in the Cayman Islands. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2023, the Company had not commenced any operations. All activity from inception through September 30, 2023 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non -operating The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,500,000 Units issued pursuant to the exercise of the underwriter’s over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Mehana Capital LLC (the “Sponsor”), including 54,000 Placement Units issued pursuant to the exercise of the underwriter’s over -allotment Following the closing of the Initial Public Offering on February 14, 2023, an amount of $117,875,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 Transaction costs related to the issuances described above amounted to $5,610,317, consisting of $1,265,000 of cash underwriting fees, $3,450,000 of deferred underwriting fees and $895,317 of other offering costs. 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 Placement 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 with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and 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 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. 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 (initially anticipated to be $10.25 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. With the completion of the Initial Public Offering, the Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B ordinary shares, the ordinary shares included in the Placement Units and the Public Shares purchased in the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre -Business -Business The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for such one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per -share ($10.00) The Sponsor has agreed that it will 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 amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 Going Concern and Liquidity As of September 30, 2023 and December 31, 2022, the Company had $68,282 and $88,277 in cash, respectively, and a working capital deficit of $271,121 and $352,489, respectively. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed consolidated financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used in fund offering expenses was released to the Company for general working capital purposes. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may provide us up to $1,500,000 under Working Capital Loans (see Note 5.) The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. Management plans to address this uncertainty with the successful closing of the Business Combination. The Company will have until February 14, 2024 (or up to August 14, 2024, as applicable) to consummate a Business Combination. If a Business Combination is not consummated by February 14, 2024, less than one year after the date these unaudited condensed consolidated financial statements are issued, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company’s balance of cash held outside of the Trust Account as of September 30, 2023, in conjunction with the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 14, 2024. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by February 14, 2024. Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party Business Combination Agreement On August 15, 2023, the Company, entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among the Company, Pono Three Merger Acquisitions Corp., a British Columbia company and wholly -owned -electric Pursuant to the Business Combination Agreement, prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), the Company will redomesticate as a British Columbia company (the “SPAC Continuance”), and at the Closing, Merger Sub will amalgamate (the “Amalgamation,” together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) with Horizon (the resulting company, “Amalco”), with Amalco being the wholly -owned As consideration for the Amalgamation, the holders of Horizon common shares collectively will be entitled to receive from the Company, in the aggregate, a number of Company Class A ordinary shares equal to (the “Exchange Consideration”) the quotient derived from dividing (a) the difference of (i) Ninety -six The Exchange Consideration otherwise payable to Horizon shareholders is subject to the withholding of a number of Company ordinary shares equal to (i) three percent (3.0%) of the Exchange Consideration to be placed in escrow for post -closing (A) in connection with post -closing The Exchange Consideration is subject to adjustment after the Closing based on confirmed amounts of the Closing Net Indebtedness as of the Closing Date. If the adjustment is a negative adjustment in favor of the Company, the escrow agent shall distribute to the Company a number of Company Class A ordinary shares with a value equal to the absolute value of the adjustment amount. If the adjustment is a positive adjustment in favor of Horizon, the Company will issue to the Horizon shareholders an additional number Company Class A ordinary shares with a value equal to the adjustment amount. Unless waived by Horizon, the obligations of Horizon to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (a) the representations and warranties of the Company being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect); (b) the Company having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (c) absence of any Material Adverse Effect with respect to the Company since the date of the Business Combination Agreement which is continuing and uncured; (d) minimum cash available after payment of SPAC expenses and redemptions of $5,000,000; and (e) the Escrow Agreement and the Registration Rights Agreement being executed and delivered. “Initial Investments” are the gross proceeds from any subscriptions from Horizon’s current investors or their affiliates to purchase Company Class A ordinary shares prior to Closing. Unless waived by the Company, the obligations of the Company and Merger Sub to consummate the Business Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (a) the representations and warranties of Horizon being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect); (b) Horizon having performed in all material respects the respective obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (c) absence of any Material Adverse Effect with respect to Horizon as a whole since the date of the Business Combination Agreement which is continuing and uncured; and (d) each Lock -Up -Competition The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: • • • • • • • • -party In connection with the Business Combination, the Company and Horizon entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively referred to as the “Seller” or “Meteora”) (the “Forward Purchase Agreement” or “Confirmation”) for OTC Equity Prepaid Forward Transactions. Pursuant to the terms of the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to 9.9% of the total Company Class A ordinary shares, par value $0.0001 per share, of the Company outstanding following the closing of the Business Combination concurrently with the Closing pursuant to the Seller’s FPA Funding Amount PIPE Subscription Agreement (as defined below), less the number of Pono Class A ordinary shares purchased by the Seller separately from third parties through a broker in the open market (“Recycled Shares”). The Forward Purchase Agreement is within the scope of ASC 480 -10 On August 15, 2023, the Company entered into a subscription agreement (the “FPA Funding Amount Subscription Agreement”) with Seller. Pursuant to the FPA Funding Subscription Agreement, Seller agreed to subscribe for and purchase, and the Company agreed to issue and sell to Seller, on the Closing Date at a price of $10.00 per share, an aggregate of up to the Maximum Amount, less the Recycled Shares in connection with the Forward Purchase Agreements. On September 13, 2023, the Company filed a registration statement on Form S -4 | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Pono Capital Three, Inc. (the “Company”) is a blank check company incorporated in Delaware on March 11, 2022. On October 14, 2022, the Company redomiciled in the Cayman Islands. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from March 11, 2022 (inception) through December 31, 2022 relates to the Company’s formation and initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non -operating The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 units, (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 1,500,000 Units issued pursuant to the exercise of the underwriter’s over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement to Mehana Capital LLC (the “Sponsor”), including 54,000 Placement Units issued pursuant to the exercise of the underwriter’s over -allotment Following the closing of the Initial Public Offering on February 14, 2023, an amount of $117,875,000 ($10.25 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”), and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 Transaction costs related to the issuances described above amounted to $5,610,317, consisting of $1,265,000 of cash underwriting fees, $3,450,000 of deferred underwriting fees and $895,317 of other offering costs. 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 Placement 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 with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and 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 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. 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 (initially anticipated to be $10.25 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. With the completion of the Initial Public Offering, the Public Shares subject to redemption are recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B ordinary shares, the ordinary shares included in the Placement Units and the Public Shares purchased in the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre -Business -Business The Company will have until 12 months (or up to 18 months from the closing of the Initial Public Offering at the election of the Company pursuant to six one month extensions subject to satisfaction of certain conditions, including the deposit of up to $379,500 ($0.033 per unit) for each such one month extension, into the Trust Account, or as extended by the Company’s shareholder in accordance with the Amended and Restated Memorandum and Articles of Association) from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per -share shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor has agreed that it will 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 amounts in the Trust Account to below $10.25 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). 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 Going Concern and Liquidity Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used in fund offering expenses was released to the Company for general working capital purposes. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may provide us up to $1,500,000 under Working Capital Loans (see Note 5.) The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred and expects to continue to incur significant costs in pursuit of the Company’s financing and acquisition plans. Management plans to address this uncertainty with the successful closing of the Business Combination. The Company will have until February 14, 2024 (or up to August 14, 2024, as applicable) to consummate a Business Combination. If a Business Combination is not consummated by February 14, 2024, less than one year after the date these financial statements are issued, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 14, 2024. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by February 14, 2024. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. Further, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third -party |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Principles of Consolidation and Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Form 10 -K The unaudited condensed consolidated financial statements include the accounts of the Company and its majority -owned Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Items which involve management to exercise significant judgment include determining the fair value of forward purchase options, warrants, and the allocation of offering cost. Cash The Company considers all short -term Investments Held in Trust Account As of September 30, 2023 the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the unaudited condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $121,479,815 and $0 and in investments held in the Trust Account as of September 30, 2023 and December 31, 2022, respectively. Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.49 per share as of September 30, 2023) at the end of each reporting period. Such changes are reflected in additional paid -in -in As of September 30, 2023, the Class A ordinary shares reflected in the unaudited condensed consolidated balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,392,500 ) Issuance costs allocated to Class A ordinary shares (5,404,094 ) Plus: Accretion of Class A ordinary shares subject to redemption to redemption amount 14,419,389 Class A ordinary shares subject to possible redemption $ 120,622,804 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Expenses of Offering Net Income (loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number ordinary shares outstanding for the period. Therefore, the income (loss) per share calculation allocates income (loss) shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per share: Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 80,153 $ 32,509 $ — $ (1,420 ) Denominator: Weighted Average Ordinary Shares 12,168,875 4,935,622 — 2,875,000 Basic and diluted net income (loss) per ordinary shares $ 0.01 $ 0.01 $ 0.00 $ 0.00 Nine Months Ended September 30, 2023 For the period from March 11, 2022 (inception) through September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 1,163,972 $ 565,278 $ — $ (2,847 ) Denominator: Weighted Average Ordinary Shares 10,163,016 4,935,622 — 1,432,234 Basic and diluted net income (loss) per ordinary shares $ 0.12 $ 0.12 $ 0.00 $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging -valued The Forward Purchase Agreement (described in Note 1) is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s unaudited condensed consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation model. Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash The warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each unaudited condensed consolidated balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). The fair value of the public warrants was measured using a Monte Carlo simulation model and the fair value of the private warrants was measured using a Black -Scholes Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short -term Offering Costs associated with the Initial Public Offering Upon closing of the Initial Public Offering, the Company complied with the requirements of ASC 340 -10-S99-1 Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. Subsequent to year end, the Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.25 per share) at the end of each reporting period. Such changes are reflected in additional paid -in -in Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement -term Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging -valued Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash The Public Warrants and Private Placement Warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 Units, including 1,500,000 Units issued pursuant to the exercise of the underwriters’ over -allotment | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on February 9, 2023. On February 14, 2023, the Company consummated the Initial Public Offering of 11,500,000 Units, including 1,500,000 Units issued pursuant to the exercise of the underwriters’ over -allotment |
Private Placement
Private Placement | 10 Months Ended |
Dec. 31, 2022 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 Placement Units at a price of $10.00 per Placement Units, in a private placement to the Sponsor, including 54,000 Placement Units issued pursuant to the exercise of the underwriters’ over -allotment |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 17, 2022, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 2,875,000 Class B ordinary shares (the “Founder Shares”). On December 22, 2022, the Sponsor subscribed for additional Founder Shares resulting in the issuance of 2,060,622 Class B ordinary shares to the Sponsor for consideration of $206. The Founder Shares included an aggregate of up to 643,777 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over -allotment -converted -allotment The Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Promissory Note — Related Party On April 25, 2022, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non -interest that was borrowed prior to our initial public offering. As of September 30, 2023, there was no borrowings outstanding under the Promissory Note. As of December 31, 2022, the outstanding balance under the Promissory Note was $300,000. The Company no longer has the ability to borrow under the Promissory Note. Administrative Support Agreement The Company’s Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Mehana Capital LLC, the Sponsor, $10,000 per month for these services during the 12 -month Related Party Loans In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon consummation of the initial Business Combination. The Units would be identical to the Placement Units. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2023, and December 31, 2022, there was no borrowings outstanding under the related party loans. Subsequent to September 30, 2023, the Company borrowed $175,000 under the related party loans. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May 17, 2022, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 2,875,000 Class B ordinary shares (the “Founder Shares”). On December 22, 2022, the Sponsor subscribed for additional Founder Shares resulting in the issuance of 2,060,622 Class B ordinary shares to the Sponsor for consideration of $206, which remains outstanding as of the date of these financial statements. The Founder Shares included an aggregate of up to 643,777 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over -allotment -converted -allotment The Sponsor has agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees as disclosed herein) until, with respect to any of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading Promissory Note — Related Party On April 25, 2022, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non -interest Administrative Support Agreement The Company’s Sponsor has agreed, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay to Mehana Capital LLC, the Sponsor, $10,000 per month for these services during the 12 -month Related Party Loans In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon consummation of the initial Business Combination. The Units would be identical to the Placement Units. The terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares and Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued upon conversion of working capital loans and extension loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the Units issued as part of the working capital loans and extension loans and Class A ordinary shares issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed prior on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over -allotment $10.00 The underwriters were paid a cash underwriting discount of $0.11 per Unit, or $1,265,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.30 per unit, or $3,450,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Representative Shares Upon closing of the Initial Public Offering, the Company issued 103,500 Class A ordinary shares to the underwriters. The underwriters have agreed not to transfer, assign or sell the Representative Shares until the completion of the initial Business Combination. In addition, the underwriters have agreed (i) to waive its redemption rights with respect to the Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within 12 months (or up to 18 months if the Company extends such period) from the closing of the Initial Public Offering. The Representative Shares are subject to a lock -up The initial measurement of the fair value of the Representative Shares was determined using the market approach to value the subject interest. Based on the indication of fair value using the market approach, the Company determined the fair value of the Representative Shares to be $1.28 per share or $132,480 (for the 103,500 Representative Shares issued) as of the date of the Initial Public Offering (which is also the grant date). During the nine months ended September 30, 2023, $132,480 was recorded as an offering cost with a corresponding entry to permanent shareholders’ equity. Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton a right of first refusal to act as lead -left | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement The holders of the Founder Shares and Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued upon conversion of working capital loans and extension loans, and any Class A ordinary shares issuable upon the exercise of the Placement Warrants and any Class A ordinary shares and warrants (and underlying Class A ordinary shares) that may be issued upon conversion of the Units issued as part of the working capital loans and extension loans and Class A ordinary shares issuable upon conversion of the Founder Shares, will be entitled to registration rights pursuant to a registration rights agreement signed prior on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A ordinary shares). The holders of these securities are entitled to make up to two demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over -allotment The underwriters were paid a cash underwriting discount of $0.11 per Unit, or $1,265,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.30 per unit, or $3,450,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Representative Shares Upon closing of the Initial Public Offering, the Company issued 103,500 Class A ordinary shares to the underwriters. The underwriters have agreed not to transfer, assign or sell the Representative Shares until the completion of the initial Business Combination. In addition, the underwriters have agreed (i) to waive its redemption rights with respect to the Representative Shares in connection with the completion of the initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete its initial Business Combination within 12 months (or up to 18 months if the Company extends such period) from the closing of the Initial Public Offering. The Representative Shares are subject to a lock -up Subsequent to the Initial Public Offering, the initial measurement of the fair value of the Representative Shares was determined using the market approach to value the subject interest. Based on the indication of fair value using the market approach, the Company determined the fair value of the Representative Shares to be $1.28 per share or $132,480 (for the 103,500 Representative Shares issued) as of the date of the Initial Public Offering (which is also the grant date). As a result, $132,480 was recorded as an offering cost with a corresponding entry to permanent shareholders’ equity. Right of First Refusal For a period beginning on the closing of the Initial Public Offering and ending 12 months from the closing of a Business Combination, the Company has granted EF Hutton a right of first refusal to act as lead -left |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | ||
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT) Preference shares no Class A ordinary shares — no Class B ordinary shares — -allotment -allotment Warrants — five The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60 th Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: • • • -day • -divisions -trading If and when the Public Warrants become redeemable by the Company, the Company may not exercise the redemption right if the issuance of Class A ordinary shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked The Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such Placement Warrants) are entitled to registration rights. The Company accounts for the 12,065,375 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 565,375 Placement Warrants) in accordance with the guidance contained in ASC 815 -40 -classified | NOTE 7. SHAREHOLDERS’ EQUITY Preference shares no Class A ordinary shares — no Class B ordinary shares — -allotment -allotment Warrants — The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A ordinary shares until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the 60 th Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption: • • • -day • -divisions -trading If and when the Public Warrants become redeemable by the Company, the Company may not exercise the redemption right if the issuance of Class A ordinary shares upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked The Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable by the Company, (ii) they (including the Class A ordinary shares issuable upon exercise of these Placement Warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such Placement Warrants) are entitled to registration rights. The Company accounts for the 12,065,375 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public Warrants and 565,375 Placement Warrants) in accordance with the guidance contained in ASC 815 -40 -classified |
Subsequent Events
Subsequent Events | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date up to the date that the unaudited condensed consolidated financial statements was issued. Based upon this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated unaudited financial statements. The Company borrowed $175,000 under the related party loans to cover ongoing operations in connection with the Business Combination on October 3, 2023. The Company filed Amendment No. 1 to Form S -4 | NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Based upon this review, other than as previously disclosed and described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 14, 2023, the Company consummated the Initial Public Offering (see Note 3.) On February 15, 2023, the outstanding balance under the Promissory Note of $300,000 was repaid. |
Private Placement_2
Private Placement | 10 Months Ended |
Dec. 31, 2022 | |
Private Placement Abstract | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 565,375 Placement Units at a price of $10.00 per Placement Units, in a private placement to the Sponsor, including 54,000 Placement Units issued pursuant to the exercise of the underwriters’ over -allotment |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2023 Assets Marketable Securities held in Trust Account: U.S. Treasury Securities $ 121,479,815 $ 121,479,815 $ — $ — Liabilities Derivative liabilities – Forward Purchase Agreement $ 8,890,000 $ — $ — $ 8,890,000 As of December 31, 2022, the Company had no The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Redemption Price $ 10.55 $ 10.43 Stock price $ 10.55 $ 10.49 Volatility 57.0 % 56.0 % Term (years) 2.87 3.00 Risk-free rate 4.83 % 4.64 % The change in the fair value of the assets and liabilities, measured with Level 3 inputs, for the nine months ended September 30, 2023 is summarized as follows: Fair value as of (inception) August 15, 2023 $ 8,810,000 Change in fair value of derivative liabilities (1) 80,000 Fair value as of September 30, 2023 $ 8,890,000 (1) The estimated fair value of the Forward Purchase Agreement was measured at fair value using a Monte Carlo simulation model, which was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock -price -free -free -coupon |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2023 | |
Interim Income Tax [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The Company’s effective tax rate for the three and nine months ended September 30, 2023, was 87.0% and 30.4%, respectively. The Company’s effective tax rate for both the three months ended September 30, 2022, and for the period from March 11, 2022 (inception) through September 30, 2022, was 0%. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the recognition of gains or losses from the changes in the fair value of warrant liabilities, non -deductible The Company has used a discrete effective tax rate method to calculate taxes for the three and nine months ended September 30, 2023, and for the three months ended September 30, 2022, and for the period from March 11, 2022 (inception) through September 30, 2022. The Company believes that, at this time, the use of the discrete method is more appropriate than the estimated annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to a high degree of uncertainty in estimating annual pretax earnings. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation Principles of Consolidation and Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated 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 consolidated financial statements should be read in conjunction with the Company’s Form 10 -K The unaudited condensed consolidated financial statements include the accounts of the Company and its majority -owned | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Items which involve management to exercise significant judgment include determining the fair value of forward purchase options, warrants, and the allocation of offering cost. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
Cash | Cash The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340 -10-S99-1 Expenses of Offering | Offering Costs associated with the Initial Public Offering Upon closing of the Initial Public Offering, the Company complied with the requirements of ASC 340 -10-S99-1 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no | Income Taxes The Company accounts for income taxes under ASC Topic 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no |
Class A Ordinary Shares Subject To Possible Redemption | Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.49 per share as of September 30, 2023) at the end of each reporting period. Such changes are reflected in additional paid -in -in As of September 30, 2023, the Class A ordinary shares reflected in the unaudited condensed consolidated balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,392,500 ) Issuance costs allocated to Class A ordinary shares (5,404,094 ) Plus: Accretion of Class A ordinary shares subject to redemption to redemption amount 14,419,389 Class A ordinary shares subject to possible redemption $ 120,622,804 | Class A Ordinary Shares Subject To Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its Public Shares in an amount that would cause its net tangible assets (shareholders’ equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares would be required to be disclosed outside of permanent equity. Subsequent to year end, the Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.25 per share) at the end of each reporting period. Such changes are reflected in additional paid -in -in |
Net Income (loss) Per Share | Net Income (loss) Per Share Net income (loss) per share is computed by dividing net income (loss) by the weighted average number ordinary shares outstanding for the period. Therefore, the income (loss) per share calculation allocates income (loss) shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income (loss) per share is the same for Class A and Class B ordinary shares. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events. The following table reflects the calculation of basic and diluted net income (loss) per share: Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 80,153 $ 32,509 $ — $ (1,420 ) Denominator: Weighted Average Ordinary Shares 12,168,875 4,935,622 — 2,875,000 Basic and diluted net income (loss) per ordinary shares $ 0.01 $ 0.01 $ 0.00 $ 0.00 Nine Months Ended September 30, 2023 For the period from March 11, 2022 (inception) through September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 1,163,972 $ 565,278 $ — $ (2,847 ) Denominator: Weighted Average Ordinary Shares 10,163,016 4,935,622 — 1,432,234 Basic and diluted net income (loss) per ordinary shares $ 0.12 $ 0.12 $ 0.00 $ (0.00 ) | Net Loss Per Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and Placement Warrants (as defined in Note 4) since the exercise of the warrants are contingent upon the occurrence of future events. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurement -term |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging -valued The Forward Purchase Agreement (described in Note 1) is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s unaudited condensed consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation model. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging -valued |
Warrants | Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash The warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each unaudited condensed consolidated balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). The fair value of the public warrants was measured using a Monte Carlo simulation model and the fair value of the private warrants was measured using a Black -Scholes | Warrants The Company accounts for warrants as either equity -classified -classified For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash The Public Warrants and Private Placement Warrants are not precluded from equity classification, and are accounted for as such on the date of issuance, and will be on each balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Standards In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020 -06 -20 -40 -06 -06 -06 -converted -06 -06 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2023 the assets held in the Trust Account were held in money market funds, which were invested in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Such trading securities are presented on the unaudited condensed consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest and dividend income on investments held in Trust Account in the accompanying unaudited condensed consolidated statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company had $121,479,815 and $0 and in investments held in the Trust Account as of September 30, 2023 and December 31, 2022, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Class A Ordinary Shares Reflected in the Unaudited Condensed Consolidated Balance Sheet is Reconciled | As of September 30, 2023, the Class A ordinary shares reflected in the unaudited condensed consolidated balance sheet is reconciled in the following table: Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (3,392,500 ) Issuance costs allocated to Class A ordinary shares (5,404,094 ) Plus: Accretion of Class A ordinary shares subject to redemption to redemption amount 14,419,389 Class A ordinary shares subject to possible redemption $ 120,622,804 |
Schedule of Basic and Diluted Net Income (Loss) Per Share | The following table reflects the calculation of basic and diluted net income (loss) per share: Three Months Ended Three Months Ended Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 80,153 $ 32,509 $ — $ (1,420 ) Denominator: Weighted Average Ordinary Shares 12,168,875 4,935,622 — 2,875,000 Basic and diluted net income (loss) per ordinary shares $ 0.01 $ 0.01 $ 0.00 $ 0.00 Nine Months Ended September 30, 2023 For the period from March 11, 2022 (inception) through September 30, 2022 Class A Class B Class A Class B Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 1,163,972 $ 565,278 $ — $ (2,847 ) Denominator: Weighted Average Ordinary Shares 10,163,016 4,935,622 — 1,432,234 Basic and diluted net income (loss) per ordinary shares $ 0.12 $ 0.12 $ 0.00 $ (0.00 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value Hierarchy of the Valuation Inputs the Company Utilized to Determine such Fair Value | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2023 Assets Marketable Securities held in Trust Account: U.S. Treasury Securities $ 121,479,815 $ 121,479,815 $ — $ — Liabilities Derivative liabilities – Forward Purchase Agreement $ 8,890,000 $ — $ — $ 8,890,000 |
Schedule of Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: As of As of Redemption Price $ 10.55 $ 10.43 Stock price $ 10.55 $ 10.49 Volatility 57.0 % 56.0 % Term (years) 2.87 3.00 Risk-free rate 4.83 % 4.64 % |
Schedule of Fair Value of the Assets and Liabilities | The change in the fair value of the assets and liabilities, measured with Level 3 inputs, for the nine months ended September 30, 2023 is summarized as follows: Fair value as of (inception) August 15, 2023 $ 8,810,000 Change in fair value of derivative liabilities (1) 80,000 Fair value as of September 30, 2023 $ 8,890,000 (1) |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) - USD ($) | 1 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||
Aug. 15, 2023 | Feb. 14, 2023 | Feb. 14, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Incorporated period | Mar. 11, 2022 | |||||
Sale of units (in Shares) | 54,000 | |||||
Gross proceeds | $ 5,653,750 | |||||
Transaction costs | $ 412 | $ 412 | ||||
Fair market value, percentage | 80% | |||||
Per public share (in Dollars per share) | $ 1.28 | $ 10.25 | ||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||
Public shares percentage | 15% | |||||
Deposit amount | $ 379,500 | |||||
Deposit price per share (in Dollars per share) | $ 0.033 | |||||
Redeem outstanding percentage | 100% | |||||
Net of taxes payable | $ 100,000 | |||||
Working capital loans | $ 1,500,000 | 1,500,000 | ||||
Redemption right, percentage | 15% | |||||
Redemption, percentage | 100% | |||||
Distribution price per share (in Dollars per share) | $ 10 | |||||
Cash | $ 68,282 | 88,277 | ||||
Working capital deficit | 271,121 | $ 352,489 | ||||
Shares amount | $ (8,000,000) | |||||
Percentage of exchange consideration | 3% | |||||
Redemption Payments | $ 5,000,000 | |||||
Purchase percentage | 9.90% | |||||
Agreed price per share (in Dollars per share) | $ 10 | |||||
Minimum [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Fair market value, percentage | 80% | |||||
Net tangible assets | $ 5,000,001 | |||||
IPO [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Sale of units (in Shares) | 11,500,000 | 565,375 | ||||
Price per share (in Dollars per share) | $ 10.25 | $ 10.25 | $ 10.25 | $ 10 | ||
Net proceeds | $ 117,875,000 | |||||
Cash underwriting fees | $ 1,265,000 | $ 1,265,000 | ||||
Deferred underwriting fees | 5,610,317 | 3,450,000 | ||||
Other offering costs | 895,317 | $ 895,317 | ||||
Per public share (in Dollars per share) | $ 10.25 | |||||
Transaction costs | 5,610,317 | |||||
Deferred underwriting fees | $ 3,450,000 | |||||
Offering price per share (in Dollars per share) | ||||||
Over-Allotment Option [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Sale of units (in Shares) | 54,000 | |||||
Offering price per share (in Dollars per share) | ||||||
Private Placement [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Sale of units (in Shares) | 54,000 | 565,375 | ||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||
Gross proceeds | $ 5,653,750 | $ 5,653,750 | ||||
Class A Ordinary Shares [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Sale of units (in Shares) | 1 | 1 | ||||
Redeemable warrant (in Shares) | 1 | 1 | ||||
Exercise price per share (in Dollars per share) | $ 11.5 | |||||
Shares amount | $ (96,000,000) | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Class A Ordinary Shares [Member] | IPO [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Shares issued (in Shares) | 103,500 | 103,500 | ||||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Gross proceeds | $ 115,000,000 | |||||
Sale of units (in Shares) | 1,500,000 | |||||
Subsequent Event [Member] | IPO [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Shares issued (in Shares) | 11,500,000 | |||||
Sale of units (in Shares) | 11,500,000 | |||||
Price per share (in Dollars per share) | $ 10.25 | $ 10.25 | ||||
Net proceeds | $ 117,875,000 | |||||
Transaction costs | 5,610,317 | |||||
Cash underwriting fees | 1,265,000 | |||||
Deferred underwriting fees | 3,450,000 | $ 3,450,000 | ||||
Other offering costs | 895,317 | $ 895,317 | ||||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Gross proceeds | $ 115,000,000 | |||||
Subsequent Event [Member] | Private Placement [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Sale of units (in Shares) | 565,375 | |||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||
Gross proceeds | $ 5,653,750 | |||||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Shares issued (in Shares) | 1,500,000 | |||||
Sale of units (in Shares) | 1,500,000 | |||||
Mehana Capital L L C [Member] | Private Placement [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Sale of units (in Shares) | 565,375 | |||||
Gross proceeds | $ 5,653,750 | |||||
Post-combination Business [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Outstanding voting securities | 50% | |||||
Business Combination [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Outstanding voting securities | 50% | |||||
Net tangible assets | $ 5,000,001 | |||||
Public price per share (in Dollars per share) | $ 10.25 | |||||
Business Combination [Member] | IPO [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ 0.033 | |||||
Deposit amount | $ 379,500 | |||||
Net of taxes payable | $ 100,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Temporary equity | $ 120,622,804 | ||
Unrecognized tax benefits | |||
Accrued for interest | |||
Net tangible assets | 5,000,001 | 5,000,001 | 5,000,001 |
Federal insurance | 250,000 | 250,000 | 250,000 |
Investment held in trust account | 121,479,815 | 0 | 0 |
IPO [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Offering costs | 5,610,317 | 5,610,317 | |
Underwriting fees | 1,265,000 | 1,265,000 | |
Offering cost | 5,610,317 | 3,450,000 | 3,450,000 |
Other offering costs | 895,317 | 895,317 | 895,317 |
Offering cost | 5,404,094 | 5,404,094 | 5,404,094 |
Temporary equity | 206,223 | $ 206,223 | $ 206,223 |
Deferred underwriting fees | 3,450,000 | ||
Class A Ordinary Shares [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Temporary equity | $ 120,622,804 | ||
Redemption per share (in Dollars per share) | $ 10.49 | $ 0 | $ 0 |
Redemption amount | $ 0 | ||
Class A Ordinary Shares [Member] | Possible Redemption [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Redemption per share (in Dollars per share) | $ 10.25 | $ 10.25 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | |
Feb. 14, 2023 | Feb. 14, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 54,000 | |||
Exercise price per share (in Dollars per share) | $ 0.01 | |||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 11,500,000 | 565,375 | ||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 54,000 | |||
Public Warrant [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Exercise price per share (in Dollars per share) | $ 0.01 | |||
Class A Ordinary Shares [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 1 | 1 | ||
Exercise price per share (in Dollars per share) | $ 11.5 | |||
Redeemable warrant | 1 | 1 | ||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 1,500,000 | |||
Gross proceeds (in Dollars) | $ 115,000,000 | |||
Class A Ordinary Shares [Member] | Public Warrant [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Exercise price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||
Warrant [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 11,500,000 | |||
Warrant [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 1,500,000 | |||
Subsequent Event [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 11,500,000 | |||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Gross proceeds (in Dollars) | $ 115,000,000 | |||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares issued | 1,500,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Placement units issued | 54,000 | 565,375 |
Placement price per Units (in Dollars per share) | $ 10 | $ 10 |
Gross proceeds (in Dollars) | $ 5,653,750 | $ 5,653,750 |
Over-Allotment Option [Member] | ||
Private Placement (Details) [Line Items] | ||
Placement units issued | 54,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||
Feb. 15, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | May 17, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Feb. 14, 2023 | Apr. 25, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||||||||||
Cash | $ 88,277 | $ 68,282 | $ 68,282 | $ 88,277 | $ 88,277 | ||||||||
Promissory note outstanding balance | 300,000 | ||||||||||||
Incurred expenses | 59,270 | ||||||||||||
Company borrowed | $ 175,000 | $ 175,000 | |||||||||||
IPO [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Exceeds per share (in Dollars per share) | $ 10 | $ 10.25 | $ 10.25 | $ 10 | $ 10 | $ 10.25 | |||||||
IPO [Member] | Promissory Note [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Cover expenses | $ 300,000 | ||||||||||||
Borrowed | $ 300,000 | ||||||||||||
Promissory note outstanding balance | $ 300,000 | $ 300,000 | $ 300,000 | ||||||||||
Class B Ordinary Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Cash | $ 25,000 | ||||||||||||
Issuance shares (in Shares) | 2,060,622 | 2,875,000 | |||||||||||
Consideration amount | $ 206 | ||||||||||||
Issued and outstanding percentage | 30% | ||||||||||||
Exceeds per share (in Dollars per share) | $ 12 | $ 12 | $ 12 | ||||||||||
Sponsor consideration | $ 206 | ||||||||||||
Converted percentage | 30% | ||||||||||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Share aggregate (in Shares) | 643,777 | 643,777 | 643,777 | ||||||||||
Founder shares issuance (in Shares) | 643,777 | ||||||||||||
Administrative Support Agreement [Member] | Mehana Capital L L C [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Sponsor consideration | $ 10,000 | ||||||||||||
Incurred expenses | $ 0 | $ 75,000 | |||||||||||
Sponser [Member] | Class B Ordinary Shares [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Founder shares issuance (in Shares) | 2,060,622 | ||||||||||||
Related Party [Member] | IPO [Member] | Promissory Note [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Borrowed amount | $ 300,000 | 300,000 | |||||||||||
Related Party [Member] | Administrative Support Agreement [Member] | Mehana Capital L L C [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Service cost per month | 10,000 | 10,000 | |||||||||||
Incurred expenses | 30,000 | $ 0 | 10,000 | $ 0 | |||||||||
Affiliate Sponsor [Member] | |||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||
Conversion of stock | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | ||
Feb. 14, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Representative shares value | $ 132,480 | $ 132,480 | ||||
Representative shares issued (in Shares) | 103,500 | |||||
Offering cost | $ 132,480 | $ 132,480 | ||||
Aggregate purchase price | $ 25,000 | $ 25,000 | ||||
Fair value shares price per share (in Dollars per share) | $ 1.28 | $ 10.25 | $ 10.25 | |||
IPO [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Purchase price | $ 15,000,000 | |||||
Price per share (in Dollars per share) | ||||||
Representative per share (in Dollars per share) | $ 1.28 | |||||
Representative shares value | $ 132,480 | |||||
Representative shares issued (in Shares) | 103,500 | 103,500 | ||||
Fair value shares price per share (in Dollars per share) | $ 10.25 | 10.25 | ||||
Over-Allotment Option [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Additional shares (in Shares) | 1,500,000 | |||||
Price per share (in Dollars per share) | ||||||
Aggregate purchase price | $ 15,000,000 | |||||
Class A Ordinary Shares [Member] | IPO [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Shares issued (in Shares) | 103,500 | 103,500 | ||||
Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Aggregate | $ 115,000,000 | |||||
Underwriters [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ 0.3 | 0.3 | ||||
Underwriting cash discount per unit (in Dollars per share) | $ 0.3 | |||||
Underwriter cash discount | $ 3,450,000 | |||||
Underwriters [Member] | IPO [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Offering price per share (in Dollars per share) | 10 | |||||
Price per share (in Dollars per share) | $ 0.11 | $ 0.11 | ||||
Aggregate | $ 1,265,000 | |||||
Underwriting commissions | $ 3,450,000 | |||||
Underwriting cash discount per unit (in Dollars per share) | $ 0.11 | |||||
Underwriter cash discount | $ 1,265,000 | |||||
Underwriting Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Additional shares (in Shares) | 1,500,000 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | ||
May 17, 2022 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | ||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Preference shares, authorized | 1,000,000 | 1,000,000 | |||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Preference shares issued | |||||
preference shares outstanding | |||||
Warrant price per share (in Dollars per share) | $ 0.01 | ||||
Remaining shares | 668,875 | ||||
Representative shares | 103,500 | ||||
Public Warrant [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Warrant price per share (in Dollars per share) | $ 0.01 | ||||
Warrants issued | 11,500,000 | ||||
Warrants outstanding (in Dollars) | $ 0 | ||||
Business Combination [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Expire term | 5 years | ||||
Initial Public Offering [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Warrants issued | 565,375 | 12,065,375 | |||
Representative shares | 103,500 | 103,500 | |||
Initial Public Offering [Member] | Public Warrants [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Warrants issued | 11,500,000 | 11,500,000 | |||
Initial Public Offering [Member] | Placement Warrants [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Warrants issued | 565,375 | ||||
Placement Units [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Temporary equity, shares issued | 565,375 | ||||
Warrant [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Warrants issued | 565,375 | ||||
Placement Warrants [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Warrants issued | 12,065,375 | ||||
Class A Ordinary Shares [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Ordinary shares authorized | 100,000,000 | 100,000,000 | |||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 668,875 | 0 | |||
Ordinary shares outstanding | 668,875 | 0 | |||
Warrant price per share (in Dollars per share) | $ 11.5 | ||||
Business combination, description | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price | In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price of less than $9.20 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), (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 initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the market value is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | |||
Temporary equity, shares issued | 11,500,000 | 0 | |||
Exceeds price per share (in Dollars per share) | $ 18 | ||||
Class A Ordinary Shares [Member] | Common Stock [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Ordinary shares authorized | 100,000,000 | 100,000,000 | |||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock voting rights | one | ||||
Ordinary shares issued | |||||
Ordinary shares outstanding | |||||
Ordinary shares issued | 12,168,875 | ||||
Ordinary shares outstanding | 12,168,875 | ||||
Shares subject to possible redemption | 11,500,000 | ||||
Representative shares | 103,500 | ||||
Class A Ordinary Shares [Member] | Public Warrant [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Warrant price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||
Ordinary shares | 1 | ||||
Class A Ordinary Shares [Member] | Maximum [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Warrant price per share (in Dollars per share) | $ 18 | ||||
Class B Ordinary Shares [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Ordinary shares authorized | 10,000,000 | 10,000,000 | [1] | ||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | [1] | ||
Common stock voting rights | one | ||||
Ordinary shares issued | 4,935,622 | 4,935,622 | [1] | ||
Ordinary shares outstanding | 4,935,622 | 4,935,622 | [1] | ||
Owned percentage | 30% | ||||
Class B Ordinary Shares [Member] | Common Stock [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Representative shares | |||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Ordinary shares outstanding | 4,935,622 | 4,935,622 | |||
Shares of subject to forfeiture | 643,777 | 643,777 | 643,777 | ||
Shares subject to forfeiture | 643,777 | ||||
Ownership [Member] | Initial Public Offering [Member] | |||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | |||||
Initial shareholders ownership, percentage | 30% | ||||
[1]Includes up to 643,777 Class B ordinary shares subject to forfeiture if the over -allotment -allotment |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Feb. 15, 2023 | Oct. 03, 2023 |
Subsequent Events (Details) [Line Items] | ||
Promissory note of repaid. | $ 300,000 | |
Company borrowed | $ 175,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Reflected in the Unaudited Condensed Consolidated Balance Sheet is Reconciled - Class A Ordinary Shares [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Class A Ordinary Shares Reflected in the Unaudited Condensed Consolidated Balance Sheet is Reconciled [Abstract] | |
Gross proceeds | $ 115,000,000 |
Less: | |
Proceeds allocated to Public Warrants | (3,392,500) |
Issuance costs allocated to Class A ordinary shares | (5,404,094) |
Plus: | |
Accretion of Class A ordinary shares subject to redemption to redemption amount | 14,419,389 |
Class A ordinary shares subject to possible redemption | $ 120,622,804 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | |
Class A Ordinary Shares [Member] | ||||
Numerator: | ||||
Net income (loss) | $ 80,153 | $ 1,163,972 | ||
Denominator: | ||||
Weighted Average Ordinary Shares | 12,168,875 | 10,163,016 | ||
Basic net income (loss) per ordinary shares | $ 0.01 | $ 0 | $ 0 | $ 0.12 |
Class B Ordinary Shares [Member] | ||||
Numerator: | ||||
Net income (loss) | $ 32,509 | $ (1,420) | $ (2,847) | $ 565,278 |
Denominator: | ||||
Weighted Average Ordinary Shares | 4,935,622 | 2,875,000 | 1,432,234 | 4,935,622 |
Basic net income (loss) per ordinary shares | $ 0.01 | $ 0 | $ 0 | $ 0.12 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | |
Class A Ordinary Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted net income (loss) per ordinary shares | $ 0.01 | $ 0 | $ 0 | $ 0.12 |
Class B Ordinary Shares [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||
Diluted net income (loss) per ordinary shares | $ 0.01 | $ 0 | $ 0 | $ 0.12 |
Private Placement (Details)_2
Private Placement (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended |
Feb. 14, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
IPO [Member] | |||
Private Placement (Details) [Line Items] | |||
Sale of shares | 11,500,000 | 565,375 | |
Price per share (in Dollars per share) | $ 10.25 | $ 10.25 | $ 10 |
Private Placement [Member] | |||
Private Placement (Details) [Line Items] | |||
Sale of shares | 54,000 | 565,375 | |
Price per share (in Dollars per share) | $ 10 | $ 10 | |
Gross proceeds (in Dollars) | $ 5,653,750 | $ 5,653,750 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Financial assets | ||
Treasury amount | $ 0 | |
Dividend amount | $ 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs the Company Utilized to Determine such Fair Value | Sep. 30, 2023 USD ($) |
Marketable Securities held in Trust Account: | |
U.S. Treasury Securities | $ 121,479,815 |
Liabilities | |
Derivative liabilities - Forward Purchase Agreement | 8,890,000 |
Level 1 [Member] | |
Marketable Securities held in Trust Account: | |
U.S. Treasury Securities | 121,479,815 |
Liabilities | |
Derivative liabilities - Forward Purchase Agreement | |
Level 2 [Member] | |
Marketable Securities held in Trust Account: | |
U.S. Treasury Securities | |
Liabilities | |
Derivative liabilities - Forward Purchase Agreement | |
Level 3 [Member] | |
Marketable Securities held in Trust Account: | |
U.S. Treasury Securities | |
Liabilities | |
Derivative liabilities - Forward Purchase Agreement | $ 8,890,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Level 3 Fair Value Measurements Inputs - Level 3 [Member] - $ / shares | 9 Months Ended | |
Aug. 15, 2023 | Sep. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Redemption Price | $ 10.43 | $ 10.55 |
Stock price | $ 10.49 | $ 10.55 |
Volatility | 56% | 57% |
Term (years) | 3 years | 2 years 10 months 13 days |
Risk-free rate | 4.64% | 4.83% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Fair Value of the Assets and Liabilities | 2 Months Ended | |
Sep. 30, 2023 USD ($) | ||
Schedule of Fair Value of the Assets and Liabilities [Abstract] | ||
Fair value as of (inception) August 15, 2023 | $ 8,810,000 | |
Change in fair value of derivative liabilities | 80,000 | [1] |
Fair value as of September 30, 2023 | $ 8,890,000 | |
[1]Reflected in Change in fair value of Forward Purchase Agreement on the condensed consolidated statements of operations. |
Income Tax (Details)
Income Tax (Details) | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | |
Interim Income Tax [Abstract] | ||||
Effective tax rate | 87% | 0% | 0% | 30.40% |
Statutory income tax rate | 21% | 21% | 21% | 21% |