Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | NEW HORIZON AIRCRAFT LTD. |
Document Type | S-1 |
Amendment Flag | false |
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 | A1 |
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 | ||
Accrued offering costs | 70,000 | 142,138 | |
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 | ||
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 – related party | 10,000 | ||
Promissory note – related party | $ 300,000 | ||
[1]Includes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption | 11,500,000 | 0 |
Redemption value per share (in Dollars per share) | $ 10.49 | $ 0 |
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 | 11,500,000 | |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 10,000,000 | 10,000,000 |
Ordinary shares, shares issued | 4,935,622 | 4,935,622 |
Ordinary shares, shares outstanding | 4,935,622 | 4,935,622 |
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 loss per ordinary 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 loss per ordinary share (in Dollars per share) | $ 0.01 | $ 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 loss per ordinary share (in Dollars per share) | $ 0.01 | $ 0 | $ 0.12 | |||
[1]Excludes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6). |
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 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Diluted weighted average shares outstanding | [1] | 2,850,155 | |||||
Diluted net income (loss) per share (in Dollars per share) | $ 0 | ||||||
Class A Ordinary Shares | |||||||
Diluted weighted average shares outstanding | 12,168,875 | 10,163,016 | |||||
Diluted net income (loss) per share (in Dollars per share) | $ 0.01 | $ 0 | $ 0.12 | $ 0 | |||
Class B Ordinary Shares | |||||||
Diluted weighted average shares outstanding | 4,935,622 | 2,875,000 | 1,432,234 | 4,935,622 | |||
Diluted net income (loss) per share (in Dollars per share) | $ 0.01 | $ 0 | $ 0.12 | $ 0 | |||
[1]Excludes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6). |
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. 10, 2022 | |||||||
Balance (in Shares) at Mar. 10, 2022 | |||||||
Net Income (loss) | (338) | (338) | |||||
Balance at Mar. 31, 2022 | (338) | (338) | |||||
Balance (in Shares) at Mar. 31, 2022 | |||||||
Balance at Mar. 10, 2022 | |||||||
Balance (in Shares) at Mar. 10, 2022 | |||||||
Net Income (loss) | (2,847) | ||||||
Balance at Sep. 30, 2022 | $ 288 | 24,712 | (2,847) | 22,153 | |||
Balance (in Shares) at Sep. 30, 2022 | 2,875,000 | ||||||
Balance at Mar. 10, 2022 | |||||||
Balance (in Shares) at Mar. 10, 2022 | |||||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 494 | 24,712 | (206) | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | [1] | 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 Class B ordinary shares to Sponsor | $ 132,480 | ||||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 103,500 | ||||||
Issuance of Placement Units (in Shares) | 565,375 | ||||||
Issuance of Representative Shares | $ 132,480 | ||||||
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 | |||||
[1]Includes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6). |
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 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) | |
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) | ||
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 | 142,138 |
Deferred underwriting fee payable | $ 3,450,000 | ||
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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on 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 option in full, generating gross proceeds of $115,000,000, which is discussed in Note 3. Each Unit consisted of one Class A ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). 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 option in full, generating gross proceeds of $5,653,750, which is described in Note 4. 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 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. 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 company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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 Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B ordinary shares) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Class B ordinary shares and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased in the Initial Public Offering if the Company fails to complete its Business Combination. 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 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 claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 subsidiary of the Company (“Merger Sub”) and Robinson Aircraft Ltd., d/b/a Horizon Aircraft (“Horizon”). Horizon is an innovative aerospace company building an operationally ready eVTOL (hybrid-electric Vertical Takeoff and Landing) aircraft. 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 subsidiary of the Company. 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 Million Dollars ($96,000,000) minus (ii) the Closing Net Indebtedness, by (b) the Redemption Price (as defined below), with each Horizon shareholder receiving, for each Horizon share held, a number of Company Class A ordinary shares equal to such shareholder’s pro rata portion of the Exchange Consideration. Each outstanding option to purchase Horizon common stock shall be cancelled or exercised prior to the Closing. 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 adjustments (if any) to the Exchange Consideration, and (ii) such number of additional number of Company ordinary shares equal a maximum of the quotient derived from dividing (i) Eight Million Dollars ($8,000,000) by (ii) the redemption price per share (the “Redemption Price”) as defined in the Amended and Restated Memorandum and Articles of Association (the “Incentive Shares”), provided such Incentive Shares are allotted and issued on or prior to the Closing Date to such third parties as Horizon and the Company may agree (A) in connection with post-closing financing structures in the form of a PIPE, convertible debt, forward purchase agreement, backstop, or equity line of credit; or (B) to one or more existing holders of Company ordinary shares as an inducement for them not to proceed with a redemption, subject to certain restrictions. 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 Agreement, the Non-Competition Agreement, the Escrow Agreement, the Registration Rights Agreement, and employment agreements with specified employees being executed and delivered. The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: ● by mutual agreement; ● for the other party’s uncured breach; ● if there is a government order preventing the Closing; ● by either party if the Closing does not occur by February 14, 2024, subject to extension by the Company in connection with an Extension of the time period for it to close a business combination transaction; ● by the Company if there has been an event after the signing of the Business Combination Agreement that has had a Material Adverse Effect on Horizon that is continuing and uncured; ● by Horizon if there has been an event after the signing of the Business Combination Agreement that has had a Material Adverse Effect on the Company that is continuing and uncured; ● by the Company or Horizon if the Company’s shareholders vote and do not approve the transactions contemplated by the Business Combination Agreement; and ● by the Company if a fairness opinion or third-party valuation is required by SEC rules or regulations, and the Company is unable to obtain such opinion or valuation supporting the terms contemplated hereunder after commercially reasonable best efforts to obtain such opinion or valuation. 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 due to the obligation to repurchase the Company’s equity shares and transfer cash. Accordingly, the initial fair value will be booked on the balance sheet and any changes in value will be recognized in earnings in the period of remeasurement. 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 with the SEC relating to the Business Combination with Horizon. | 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on 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 option in full, generating gross proceeds of $115,000,000, which is discussed in Note 3. 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 option in full, generating gross proceeds of $5,653,750, which is described in Note 4. 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 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below. 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 company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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 Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B ordinary shares) and Placement Units (including underlying securities) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Class B ordinary shares and Placement Units (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased in the Initial Public Offering if the Company fails to complete its Business Combination. 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining 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 claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. 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 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
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 as filed with the SEC March 30, 2023. The interim results for three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. The unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary after elimination of all intercompany transactions and balances as of September 30, 2023 and December 31, 2022. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. 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 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements. 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 capital, or in the absence of additional paid-in capital, in accumulated deficit. As of December 31, 2022, Class A ordinary shares subject to possible redemption was $0 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 and SEC Staff Accounting Bulletin Topic 5A — 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 For the period from 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 nature. 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 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 or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations. 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 Model. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. 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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022. 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 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consisted principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities were expensed immediately. As of the Initial Public Offering, the Company incurred offering costs amounting 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. As such, the Company recorded $5,404,094 of offering costs as a reduction of temporary equity and $206,223 of offering costs as a reduction of permanent equity. 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. 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 capital, or in the absence of additional paid-in capital, in accumulated deficit. 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 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 Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. 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, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 effective March 11, 2022 (inception). The adoption of ASU 2020-06 did not have a material impact on the financial statements. 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 option in full, generating gross proceeds of $115,000,000. Each Unit consisted of one Class A ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). | 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 option in full, generating gross proceeds of $115,000,000. Each Unit consisted of one Class A ordinary share and one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7). |
Private Placement
Private Placement | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | 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 option in full, generating gross proceeds of $5,653,750. Each Placement Unit consists of one Class A ordinary share (“Placement Share”) and one warrant (“Placement Warrant”). The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Units will expire worthless. | 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 option in full, generating gross proceeds of $5,653,750. Each Placement Unit consists of one Class A ordinary share (“Placement Share”) and one warrant (“Placement Warrant”). The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Units will expire worthless. |
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 option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 30% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture. 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 day period commencing after a Business Combination, with respect to the remaining any of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. 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 bearing and payable on the earlier of (i) March 31, 2023 or (ii) the date on which Company consummates the Initial Public Offering. Prior to the Initial Public Offering, the Company had borrowed $300,000 under the Promissory Note. On February 15, 2023, the Company repaid the outstanding balance under the Promissory Note of $300,000 that was borrowed prior to our initial public offering. As of September 30, 2023, there was no 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 period to complete a Business Combination. For the three months ended September 30, 2023, and the three months ended September 30, 2022, the Company incurred expenses of $30,000 and $0, respectively. For the nine months ended September 30, 2023, and for the period from March 11, 2022 (inception) through September 30, 2022, the Company incurred expenses of $75,000 and $0, respectively. As of September 30, 2023 and December 31, 2022, there was $10,000 and $0 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 option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 30% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment option in full, so those shares are no longer subject to forfeiture. 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 day period commencing after a Business Combination, with respect to the remaining any of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. 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 bearing and payable on the earlier of (i) March 31, 2023 or (ii) the date on which Company consummates the Initial Public Offering. Prior to the Initial Public Offering, the Company had borrowed $300,000 under the Promissory Note. As of December 31, 2022, the outstanding balance under the Promissory Note was $300,000 (see Note 8). 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 period to complete a Business Combination. 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” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $15,000,000. 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 for a period of 180 days immediately following the commencement of sales of the registration statement pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2). 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 book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. | 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” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriting Agreement Simultaneously with the Initial Public Offering, the underwriters fully exercised the over-allotment option to purchase an additional 1,500,000 Units at an offering price of $10.00 per Unit for an aggregate purchase price of $15,000,000. 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 for a period of 180 days immediately following the commencement of sales of the registration statement pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the commencement of sales of the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, registered persons or affiliates or as otherwise permitted under Rule 5110(e)(2). 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 book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(3)(A)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which the company’s prospectus forms a part. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended | 10 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity [Abstract] | ||
SHAREHOLDERS’ EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT) Preference shares no Class A ordinary shares — no Class B ordinary shares — 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: ● in whole and not in part; ● at a price of $0.01 per Public Warrant, ● upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each Public Warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Public Warrant holders. 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 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. 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. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. | NOTE 7. SHAREHOLDERS’ EQUITY Preference shares no Class A ordinary shares — no Class B ordinary shares — 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: ● in whole and not in part; ● at a price of $0.01 per Public Warrant, ● upon not less than 30 days’ prior written notice of redemption given after the Public Warrants become exercisable (the “30-day redemption period”) to each Public Warrant holder; and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for hare sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the Public Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the Public Warrant holders. 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 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. 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. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. |
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 in connection with the Business Combination with the SEC on October 23, 2023. | 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. |
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 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) Reflected in Change in fair value of Forward Purchase Agreement on the condensed consolidated statements of operations. 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 volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2023 | |
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 transaction costs and the valuation allowance on the deferred tax assets for the three and nine months ended September 30, 2023. The Company’s effective tax rate differs from the statutory income tax rate of 21% primarily due to the Company recording a full valuation allowance on deferred tax asset for the three months ended September 30, 2022, and for the period from March 11, 2022 (inception) through September 30, 2022. 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] | ||
Principles of Consolidation and Financial Statement 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 as filed with the SEC March 30, 2023. The interim results for three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. The unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiary after elimination of all intercompany transactions and balances as of September 30, 2023 and December 31, 2022. | 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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
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 investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022. |
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 and SEC Staff Accounting Bulletin Topic 5A — 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 and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering. Offering costs consisted principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity were recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities were expensed immediately. As of the Initial Public Offering, the Company incurred offering costs amounting 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. As such, the Company recorded $5,404,094 of offering costs as a reduction of temporary equity and $206,223 of offering costs as a reduction of permanent equity. |
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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements. 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. 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 capital, or in the absence of additional paid-in capital, in accumulated deficit. As of December 31, 2022, Class A ordinary shares subject to possible redemption was $0 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 capital, or in the absence of additional paid-in capital, in accumulated deficit. |
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 For the period from 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 nature. 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 |
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 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 |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations. 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 Model. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity. | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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 capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. 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, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 effective March 11, 2022 (inception). The adoption of ASU 2020-06 did not have a material impact on the financial statements. 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 |
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 For the period from 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 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 % (1) Reflected in Change in fair value of Forward Purchase Agreement on the condensed consolidated statements of operations. |
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) Reflected in Change in fair value of Forward Purchase Agreement on the condensed consolidated statements of operations. |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) - USD ($) | 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 | Mar. 11, 2022 | ||||
Shares issued (in Shares) | 103,500 | |||||
Sale of units (in Shares) | 54,000 | |||||
Gross proceeds | $ 5,653,750 | |||||
Transaction costs | $ 412 | $ 412 | ||||
Fair market value, percentage | 80% | |||||
Price per share (in Dollars per share) | $ 1.28 | $ 10.25 | ||||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||
Public shares percentage | 15% | |||||
Working capital loans | 1,500,000 | $ 1,500,000 | ||||
Transaction costs | 5,610,317 | |||||
Underwriting fees | 1,265,000 | |||||
Deferred underwriting fees | 3,450,000 | |||||
Other offering costs | $ 895,317 | |||||
Condition for future business combination threshold percentage ownership | 50% | |||||
Redemption right, percentage | 15% | |||||
Redemption percentage | 100% | |||||
Distribution expense | $ 100,000 | |||||
Cash | 68,282 | 88,277 | ||||
Working capital deficit | 271,121 | $ 352,489 | ||||
Additional amount of ordinary shares derived value | $ (8,000,000) | |||||
Percentage of exchange consideration | 3% | |||||
Minimum cash after redemption | $ 5,000,000 | |||||
Purchase percentage | 9.90% | |||||
Agreed price per share (in Dollars per share) | $ 10 | |||||
IPO [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) | $ 10.25 | $ 10.25 | $ 10 | |||
Net proceeds | $ 117,875,000 | |||||
Cash underwriting fees | $ 1,265,000 | |||||
Deferred underwriting fees | 3,450,000 | |||||
Other offering costs | $ 895,317 | |||||
Price per share (in Dollars per share) | $ 10 | $ 10.25 | ||||
Business combination, description | 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining 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. | |||||
Consummated units (in Shares) | 11,500,000 | |||||
Other offering costs | $ 895,317 | |||||
Share price (in Dollars per share) | $ 10.25 | |||||
Over-Allotment Option [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Shares issued (in Shares) | 1,500,000 | |||||
Gross proceeds | $ 115,000,000 | $ 15,000,000 | ||||
Sale of units (in Shares) | 54,000 | 54,000 | ||||
Price per share (in Dollars per share) | $ 10 | |||||
Consummated units (in Shares) | 1,500,000 | |||||
Private Placement [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Sale of units (in Shares) | 565,375 | 565,375 | ||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||
Gross proceeds | $ 5,653,750 | $ 5,653,750 | ||||
Minimum [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Fair market value, percentage | 80% | |||||
Net tangible assets | $ 5,000,001 | |||||
Class A Ordinary Shares [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Gross proceeds | $ 115,000,000 | |||||
Price per share (in Dollars per share) | $ 18 | |||||
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. | |||||
Each unit share (in Shares) | 1 | |||||
Redeemable warrant share (in Shares) | 1 | |||||
Ordinary share (in Shares) | 1 | |||||
Exercise price, per share (in Dollars per share) | $ 11.5 | |||||
Additional amount of ordinary shares derived value | $ (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 | ||||
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 | $ 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 | |||||
Post-combination Business [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Owns or acquires percentage | 50% | |||||
Business Combination [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Price per share (in Dollars per share) | $ 10.25 | |||||
Net tangible assets | $ 5,000,001 | |||||
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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 10 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | |
Significant Accounting Policies [Line Items] | ||
Shares subject to possible redemption | $ 120,622,804 | |
Unrecognized tax benefits | ||
Accrued for interest | ||
Net tangible assets | $ 5,000,001 | $ 5,000,001 |
Redemption per share (in Dollars per share) | $ 0 | $ 10.49 |
Federal insurance | $ 250,000 | $ 250,000 |
Investment held in trust account | 121,479,815 | |
Transaction costs | 5,610,317 | |
Underwriting fees | 1,265,000 | |
Other offering costs | 895,317 | |
IPO [Member] | ||
Significant Accounting Policies [Line Items] | ||
Offering costs | 5,610,317 | |
Cash underwriting fees | 1,265,000 | |
Deferred underwriting fees | 3,450,000 | |
Other offering costs | 895,317 | |
Offering costs reduction | 5,404,094 | |
Shares subject to possible redemption | 206,223 | |
Deferred underwriting fees | 3,450,000 | |
Other offering costs | 895,317 | |
Maximum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Offering costs | 5,404,094 | |
Minimum [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net tangible assets | $ 5,000,001 | |
Offering costs | $ 206,223 | |
Common Stock [Member] | ||
Significant Accounting Policies [Line Items] | ||
Redemption per share (in Dollars per share) | $ 10.25 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 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 units issued | 54,000 | |||
IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares units issued | 565,375 | |||
Consummated units | 11,500,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares units issued | 54,000 | 54,000 | ||
Gross proceeds (in Dollars) | $ 115,000,000 | $ 15,000,000 | ||
Consummated units | 1,500,000 | |||
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] | ||||
Gross proceeds (in Dollars) | $ 115,000,000 | |||
Exercise price per share (in Dollars per share) | $ 11.5 | |||
NumberOfSharesInEachUnit | 1 | |||
Redeemable warrant share | 1 | |||
Ordinary share | 1 | |||
Class A Ordinary Shares [Member] | Public Warrant [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Exercise price per share (in Dollars per share) | $ 11.5 | |||
Subsequent Event [Member] | IPO [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares units issued | 11,500,000 | |||
Subsequent Event [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Gross proceeds (in Dollars) | $ 115,000,000 | $ 115,000,000 | ||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Shares units issued | 1,500,000 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Feb. 14, 2023 | |
Private Placement [Member] | |||
Private Placement [Line Items] | |||
Sale of shares | 565,375 | 565,375 | |
Price per share (in Dollars per share) | $ 10 | $ 10 | |
Gross proceeds (in Dollars) | $ 5,653,750 | $ 5,653,750 | |
Over-Allotment Option [Member] | |||
Private Placement [Line Items] | |||
Sale of shares | 54,000 | 54,000 | |
IPO [Member] | |||
Private Placement [Line Items] | |||
Sale of shares | 565,375 | ||
Price per share (in Dollars per share) | $ 10 | $ 10.25 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | |||||||
Feb. 15, 2023 | Dec. 22, 2022 | May 17, 2022 | May 17, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Feb. 14, 2023 | Apr. 25, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||||||||
Sponsor paid | $ 68,282 | $ 68,282 | $ 88,277 | ||||||||
Issuance shares (in Shares) | 103,500 | ||||||||||
Promissory note outstanding balance | $ 300,000 | ||||||||||
Aggregate payment amount | 25,000 | $ 25,000 | |||||||||
Incurred expenses | 59,270 | ||||||||||
Company borrowed | $ 175,000 | 175,000 | |||||||||
Related Party Loan [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Conversion unit | $ 1,500,000 | ||||||||||
Conversion price (in Dollars per share) | $ 10 | $ 10 | |||||||||
Over-Allotment Option [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Issuance shares (in Shares) | 1,500,000 | ||||||||||
IPO [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Exceeds per share (in Dollars per share) | $ 10 | $ 10.25 | |||||||||
IPO [Member] | Promissory Note [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Cover expenses | $ 300,000 | ||||||||||
Promissory note outstanding balance | $ 300,000 | $ 300,000 | |||||||||
Class B Ordinary Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Sponsor paid | $ 25,000 | $ 25,000 | |||||||||
Issuance shares (in Shares) | 2,060,622 | 2,875,000 | |||||||||
Consideration amount | $ 206 | ||||||||||
Percentage of issued and outstanding shares | 30% | 30% | |||||||||
Exceeds per share (in Dollars per share) | $ 12 | $ 12 | $ 12 | $ 12 | |||||||
Aggregate payment amount | $ 25,000 | ||||||||||
Sponsor consideration | $ 206 | ||||||||||
Class B Ordinary Shares [Member] | Over-Allotment Option [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Aggregate shares (in Shares) | 643,777 | 643,777 | |||||||||
Number of shares to be forfeited if overallotment options not exercised. (in Shares) | 643,777 | ||||||||||
Administrative Support Agreement [Member] | Mehana Capital L L C [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Sponsor amount | $ 10,000 | ||||||||||
Incurred expenses | $ 0 | $ 75,000 | |||||||||
Administrative Support Agreement [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Payment per month | 10,000 | ||||||||||
Affiliate Sponsor [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Convertible into Units | $ 1,500,000 | ||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||
Related Party [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Promissory note related party | $ 300,000 | ||||||||||
Accrued expense | 10,000 | 10,000 | |||||||||
Related Party [Member] | Promissory Note [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Borrowed amount | 300,000 | ||||||||||
Related Party [Member] | IPO [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Cover expenses | $ 300,000 | ||||||||||
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] | |||||||||||
Incurred expenses | $ 30,000 | $ 0 | |||||||||
Sponser [Member] | Class B Ordinary Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Issuance shares (in Shares) | 2,060,622 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | |||
Feb. 14, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | ||
Commitments and Contingencies [Line Items] | ||||||
Shares issued (in Shares) | 103,500 | |||||
Representative shares value | $ 132,480 | $ 132,480 | ||||
Offering cost | $ 132,480 | |||||
Price per share (in Dollars per share) | $ 1.28 | $ 10.25 | ||||
Underwriting cash discount per unit (in Dollars per share) | $ 0.11 | |||||
Underwriting discount | $ 1,265,000 | |||||
Offering cost | $ 25,000 | $ 132,480 | $ 25,000 | [1] | ||
IPO [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Purchase price | $ 15,000,000 | |||||
Underwriting discount price per share (in Dollars per share) | $ 10.25 | |||||
Representative per share (in Dollars per share) | $ 1.28 | |||||
Representative shares value | $ 132,480 | |||||
Representative shares issued (in Shares) | 103,500 | 103,500 | ||||
Price per share (in Dollars per share) | $ 10 | $ 10.25 | ||||
Over-Allotment Option [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Aggregate amount | $ 115,000,000 | $ 15,000,000 | ||||
Shares issued (in Shares) | 1,500,000 | |||||
Price per share (in Dollars per share) | $ 10 | |||||
Class A Ordinary Shares [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Aggregate amount | $ 115,000,000 | |||||
Price per share (in Dollars per share) | $ 18 | |||||
Class A Ordinary Shares [Member] | IPO [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Shares issued (in Shares) | 103,500 | 103,500 | ||||
Underwriters [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Underwriting discount price per share (in Dollars per share) | $ 0.3 | |||||
Underwriting cash discount per unit (in Dollars per share) | $ 0.3 | |||||
Underwriting discount | $ 3,450,000 | |||||
Underwriters [Member] | IPO [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Offering price per share (in Dollars per share) | 10 | |||||
Underwriting discount price per share (in Dollars per share) | $ 0.11 | |||||
Aggregate amount | $ 1,265,000 | |||||
Underwriting commissions | $ 3,450,000 | |||||
Underwriting Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Over-allotment option (in Shares) | 1,500,000 | |||||
[1]Includes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6). |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - $ / shares | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | ||||||||
Dec. 22, 2022 | May 17, 2022 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Preference shares, authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preference shares issued | ||||||||||||
preference shares outstanding | ||||||||||||
Shares issued | [1] | 2,850,155 | ||||||||||
Shares Outstanding | [1] | 2,850,155 | ||||||||||
Shares subject to possible redemption | 11,500,000 | 11,500,000 | 0 | |||||||||
Placement units | 565,375 | |||||||||||
Representative shares | 103,500 | |||||||||||
Price per share (in Dollars per share) | $ 1.28 | $ 1.28 | $ 10.25 | |||||||||
Expire term | 5 years | 5 years | ||||||||||
Number of trading days | 30 days | |||||||||||
Class of warrant or right redemption of warrants or rights threshold trading day | 20 days | |||||||||||
Threshold number of business days before sending notice of redemption to warrant holders | 3 days | |||||||||||
Sale of stock Newly issued price per share (in Dollars per share) | $ 9.2 | |||||||||||
Initial equity proceed percentage | 60% | 60% | ||||||||||
Iniyial business combination market value price per share (in Dollars per share) | $ 9.2 | |||||||||||
Iniyial business combination market value percentage | 180% | |||||||||||
Newly issued redemption trigger price (in Dollars per share) | $ 18 | |||||||||||
Public Warrant [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Class A ordinary shares price per share (in Dollars per share) | $ 0.01 | |||||||||||
Public Warrant [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Warrant outstanding | 11,500,000 | 11,500,000 | 0 | |||||||||
Class of warrant or right redemption price of warrants or rights (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||||||
Class of warrant or right minimum threshold written notice period for redemption of warrants | 30 days | |||||||||||
Class of warrant or right redemption of warrants or rights threshold trading day | 30 days | |||||||||||
Initial Public Offering [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Warrant outstanding | 565,375 | 565,375 | ||||||||||
Public Warrants [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Warrant issued | 11,500,000 | 11,500,000 | ||||||||||
Over-Allotment Option [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Representative shares | 1,500,000 | |||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||
IPO [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Business combination initial public offering description | 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 price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholder (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining 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. | |||||||||||
Warrants issued | 12,065,375 | |||||||||||
Percentage of holding of shares after initial public offering | 30% | 30% | ||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10.25 | |||||||||
Warrant issued | 12,065,375 | 12,065,375 | ||||||||||
IPO [Member] | Public Warrants [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Warrants issued | 11,500,000 | |||||||||||
IPO [Member] | Initial Public Offering [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Warrants issued | 565,375 | |||||||||||
Initial Public Offering [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Warrant issued | 565,375 | 565,375 | ||||||||||
Class A Ordinary Shares | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Ordinary shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock voting rights | one | |||||||||||
Ordinary shares issued | ||||||||||||
Ordinary shares outstanding | ||||||||||||
Ordinary shares issued | 668,875 | 668,875 | 0 | |||||||||
Ordinary shares outstanding | 668,875 | 668,875 | 0 | |||||||||
Class A ordinary shares price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||||||||
Business combination initial public offering 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. | |||||||||||
Newly issued price per share (in Dollars per share) | $ 9.2 | |||||||||||
Shares issued | 12,168,875 | 10,163,016 | ||||||||||
Shares Outstanding | 12,168,875 | 10,163,016 | ||||||||||
Shares subject to possible redemption | 11,500,000 | 11,500,000 | ||||||||||
Price per share (in Dollars per share) | $ 18 | $ 18 | ||||||||||
Class A Ordinary Shares | Public Warrant [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Class A ordinary shares price per share (in Dollars per share) | 11.5 | |||||||||||
Class A Ordinary Shares | Common Stock [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Shares issued | 12,168,875 | |||||||||||
Shares Outstanding | 12,168,875 | |||||||||||
Placement units | 565,375 | |||||||||||
Class A Ordinary Shares | Maximum [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Class A ordinary shares price per share (in Dollars per share) | $ 18 | |||||||||||
Class A Ordinary Shares | Public Warrant [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Ordinary shares | 1 | 1 | ||||||||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||||||||
Class A Ordinary Shares | IPO [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Representative shares | 103,500 | 103,500 | ||||||||||
Class B Ordinary Shares | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Ordinary shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock voting rights | one | |||||||||||
Ordinary shares issued | 4,935,622 | 4,935,622 | 4,935,622 | |||||||||
Ordinary shares outstanding | 4,935,622 | 4,935,622 | 4,935,622 | |||||||||
Owned percentage | 30% | |||||||||||
Shares issued | 4,935,622 | 2,875,000 | 1,432,234 | 4,935,622 | 1,432,234 | |||||||
Shares Outstanding | 4,935,622 | 2,875,000 | 1,432,234 | 4,935,622 | ||||||||
Representative shares | 2,060,622 | 2,875,000 | ||||||||||
Class B Ordinary Shares | Common Stock [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Representative shares | 2,875,000 | 4,935,622 | [2] | |||||||||
Class B Ordinary Shares | Over-Allotment Option [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Ordinary shares outstanding | 4,935,622 | |||||||||||
Shares of subject to forfeiture | 643,777 | 643,777 | ||||||||||
Total number of shares subject to forfeiture | 643,777 | |||||||||||
Class B Ordinary Shares | IPO [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Ordinary shares outstanding | 4,935,622 | 4,935,622 | ||||||||||
Business Combination [Member] | ||||||||||||
Shareholders’ Equity (Details) [Line Items] | ||||||||||||
Iniyial business combination market value percentage | 115% | |||||||||||
[1]Excludes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6).[2]Includes up to 643,777 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5). The underwriters exercised their over-allotment option in full on February 14, 2023; thus, no ordinary shares remain subject to forfeiture as of February 14, 2023 (see Note 6). |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Feb. 15, 2023 | Oct. 03, 2023 |
Subsequent Events [Line Items] | ||
Promissory note of repaid. | $ 300,000 | |
Related Party Loan [Member] | ||
Subsequent Events [Line Items] | ||
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 ($) | |
Temporary Equity [Line Items] | |
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 | Sep. 30, 2022 | |
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 | $ 0.12 | $ 0 | |
Class B Ordinary Shares [Member] | |||||
Numerator: | |||||
Net income (loss) | $ 32,509 | $ (1,420) | $ 565,278 | $ (2,847) | |
Denominator: | |||||
Weighted Average Ordinary Shares | 4,935,622 | 2,875,000 | 1,432,234 | 4,935,622 | 1,432,234 |
Basic net income (loss) per ordinary shares | $ 0.01 | $ 0 | $ 0.12 | $ 0 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Ordinary Shares [Member] | ||||
Basic and Diluted Net Income (Loss) Per Share [Line items] | ||||
Diluted net income (loss) per ordinary shares | $ 0.01 | $ 0 | $ 0.12 | $ 0 |
Class B Ordinary Shares [Member] | ||||
Basic and Diluted Net Income (Loss) Per Share [Line items] | ||||
Diluted net income (loss) per ordinary shares | $ 0.01 | $ 0 | $ 0.12 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurements [Abstract] | ||
Financial assets | ||
Dividend and Interest Receivable | $ 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 - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
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 | $ 8,890,000 | $ 8,810,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Level 3 Fair Value Measurements Inputs - Level 3 [Member] - $ / shares | 6 Months Ended | 9 Months Ended |
Jun. 30, 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 - Level 3 [Member] | 9 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Schedule of Fair Value of the Assets and Liabilities [Line Items] | ||
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 | |
Income Tax [Abstract] | ||||
Effective tax rate | 87% | 0% | 0% | 30.40% |
Statutory income tax rate | 21% | 21% | 21% | 21% |