Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | HWEL Holdings Corp. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Central Index Key | 0001975723 |
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 | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 46,925 | $ 137,752 | $ 749,256 |
Prepaid expenses | 108,403 | 330,178 | 489,708 |
Total current assets | 155,328 | 467,930 | 1,238,964 |
Prepaid expenses – noncurrent | 265,999 | ||
Investments held in Trust Account | 258,894,006 | 253,668,826 | 250,036,950 |
Total Assets | 259,049,334 | 254,136,756 | 251,541,913 |
Current liabilities: | |||
Accounts payable | 354,910 | 5,100 | 12,475 |
Accrued expenses | 983,993 | 475,928 | 82,947 |
Promissory note – related party | 276,276 | ||
Income tax payable | 1,027,975 | 393,497 | |
Franchise tax payable | 20,400 | 53,733 | 182,466 |
Total current liabilities | 2,663,554 | 928,258 | 277,888 |
Warrant liabilities | 4,646,000 | 1,616,000 | 11,918,000 |
Derivative liability – forward purchase agreement | 1,296,000 | 484,000 | 16,000 |
Deferred underwriting fee payable | 8,750,000 | 8,750,000 | 8,750,000 |
Deferred tax liability | 446,466 | 365,381 | |
Total Liabilities | 17,802,020 | 12,143,639 | 20,961,888 |
Commitments and Contingencies (Note 6) | |||
Class A common stock, subject to possible redemption, $0.0001 par value; 25,000,000 shares at redemption value | 257,299,165 | 252,755,071 | 250,000,000 |
Stockholders’ Deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | |||
Accumulated deficit | (16,052,476) | (10,762,579) | (19,420,600) |
Total stockholders’ deficit | (16,051,851) | (10,761,954) | (19,419,975) |
Total Liabilities and Stockholders’ Deficit | 259,049,334 | 254,136,756 | 251,541,913 |
Class A Common Stock | |||
Stockholders’ Deficit: | |||
Common stock, value | |||
Class B Common Stock | |||
Stockholders’ Deficit: | |||
Common stock, value | $ 625 | $ 625 | $ 625 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class A Common Stock | |||
Subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Subject to possible redemption, shares at redemption value | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 380,000,000 | 380,000,000 | 380,000,000 |
Common stock, shares issued | |||
Common stock, shares outstanding | |||
Class B Common Stock | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 6,250,000 | 6,250,000 | 6,250,000 |
Common stock, shares outstanding | 6,250,000 | 6,250,000 | 6,250,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Operating and formation costs | $ 1,195,181 | $ 263,429 | $ 1,570,476 | $ 581,116 | $ 552,633 | $ 1,423,490 |
Franchise tax expense | 50,200 | 50,400 | 100,450 | 100,400 | 182,466 | 200,800 |
Expensed offering costs | (1,020,874) | |||||
Loss from operations | (1,245,381) | (313,829) | (1,670,926) | (681,516) | (735,099) | (1,624,290) |
Interest expense | (1,095) | |||||
Interest and dividend income on investments held in Trust Account | 674 | 674 | ||||
Unrealized gains on investments held in Trust Account | 232,425 | 189,623 | 386,117 | 262,400 | 18,824 | 1,721,085 |
Realized gains on investments held in Trust Account | 2,915,143 | 126,548 | 5,465,137 | 151,838 | 18,126 | 2,241,175 |
(Loss) gain on change in fair value of derivative liability – forward purchase agreement | (276,000) | 16,000 | (812,000) | 232,000 | (456,000) | (468,000) |
(Loss) gain on change in fair value of warrant liabilities | (2,222,000) | 2,626,000 | (3,030,000) | 8,080,000 | 6,666,000 | 10,302,000 |
Loss on change in fair value of promissory note – related party | (123) | (123) | ||||
(Loss) income before income taxes | (595,262) | 2,644,342 | 337,784 | 8,044,722 | 4,490,977 | 12,171,970 |
Income tax expense | (650,442) | (1,207,434) | (758,878) | |||
Net (loss) income | $ (1,245,704) | $ 2,644,342 | $ (869,650) | $ 8,044,722 | $ 4,490,977 | $ 11,413,092 |
Class A Common Stock | ||||||
Basic and diluted weighted average shares outstanding (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 11,144,578 | 25,000,000 |
Basic and diluted net income per share (in Dollars per share) | $ (0.04) | $ 0.08 | $ (0.03) | $ 0.26 | $ 0.26 | $ 0.37 |
Class B Common Stock | ||||||
Basic and diluted weighted average shares outstanding (in Shares) | 6,250,000 | 6,250,000 | 6,250,000 | 6,250,000 | 6,099,398 | 6,250,000 |
Basic and diluted net income per share (in Dollars per share) | $ (0.04) | $ 0.08 | $ (0.03) | $ 0.26 | $ 0.26 | $ 0.37 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |||
Class A Common Stock | ||||||||
Diluted weighted average shares outstanding | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 11,144,578 | [1] | 25,000,000 | [1] |
Diluted net income per share | $ (0.04) | $ 0.08 | $ (0.03) | $ 0.26 | $ 0.26 | $ 0.37 | ||
Class B Common Stock | ||||||||
Diluted weighted average shares outstanding | 6,250,000 | 6,250,000 | 6,250,000 | 6,250,000 | 6,099,398 | [1] | 6,250,000 | [1] |
Diluted net income per share | $ (0.04) | $ 0.08 | $ (0.03) | $ 0.26 | $ 0.26 | $ 0.37 | ||
[1]For the period from February 2, 2021 (inception) through December 31, 2021 weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over -allotment -allotment |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Feb. 01, 2021 | |||||
Balance (in Shares) at Feb. 01, 2021 | |||||
Issuance of Class B common stock to Sponsor | $ 719 | 24,281 | 25,000 | ||
Issuance of Class B common stock to Sponsor (in Shares) | 7,187,500 | ||||
Excess of cash received over fair value of Private Placement Warrants | 616,000 | 616,000 | |||
Record fair value of initial derivative asset – forward purchase agreement | 440,000 | 440,000 | |||
Fair value of Founders Shares transferred to Anchor Investors | 7,207,313 | 7,207,313 | |||
Forfeiture of Class B common stock | $ (94) | 94 | |||
Forfeiture of Class B common stock (in Shares) | (937,500) | ||||
Remeasurement of Class A common stock subject to redemption to redemption amount | (8,287,594) | (23,911,671) | (32,199,265) | ||
Net income (loss) | 4,490,977 | 4,490,977 | |||
Balance at Dec. 31, 2021 | $ 625 | (19,420,600) | (19,419,975) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,250,000 | ||||
Net income (loss) | 5,400,380 | 5,400,380 | |||
Balance at Mar. 31, 2022 | $ 625 | (14,020,220) | (14,019,595) | ||
Balance (in Shares) at Mar. 31, 2022 | 6,250,000 | ||||
Balance at Dec. 31, 2021 | $ 625 | (19,420,600) | (19,419,975) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,250,000 | ||||
Net income (loss) | 8,044,722 | ||||
Balance at Jun. 30, 2022 | $ 625 | (11,375,878) | (11,375,253) | ||
Balance (in Shares) at Jun. 30, 2022 | 6,250,000 | ||||
Balance at Dec. 31, 2021 | $ 625 | (19,420,600) | (19,419,975) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,250,000 | ||||
Remeasurement of Class A common stock to redemption value | (2,755,071) | (2,755,071) | |||
Net income (loss) | 11,413,092 | 11,413,092 | |||
Balance at Dec. 31, 2022 | $ 625 | (10,762,579) | (10,761,954) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,250,000 | ||||
Balance at Mar. 31, 2022 | $ 625 | (14,020,220) | (14,019,595) | ||
Balance (in Shares) at Mar. 31, 2022 | 6,250,000 | ||||
Net income (loss) | 2,644,342 | 2,644,342 | |||
Balance at Jun. 30, 2022 | $ 625 | (11,375,878) | (11,375,253) | ||
Balance (in Shares) at Jun. 30, 2022 | 6,250,000 | ||||
Balance at Dec. 31, 2022 | $ 625 | (10,762,579) | (10,761,954) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,250,000 | ||||
Proceeds received in excess of initial fair value of convertible promissory note – related party | 18,668 | 18,668 | |||
Remeasurement of Class A common stock to redemption value | (18,668) | (2,077,026) | (2,095,694) | ||
Net income (loss) | 376,054 | 376,054 | |||
Balance at Mar. 31, 2023 | $ 625 | (12,463,551) | (12,462,926) | ||
Balance (in Shares) at Mar. 31, 2023 | 6,250,000 | ||||
Balance at Dec. 31, 2022 | $ 625 | (10,762,579) | (10,761,954) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,250,000 | ||||
Net income (loss) | (869,650) | ||||
Balance at Jun. 30, 2023 | $ 625 | (16,052,476) | (16,051,851) | ||
Balance (in Shares) at Jun. 30, 2023 | 6,250,000 | ||||
Balance at Mar. 31, 2023 | $ 625 | (12,463,551) | (12,462,926) | ||
Balance (in Shares) at Mar. 31, 2023 | 6,250,000 | ||||
Proceeds received in excess of initial fair value of convertible promissory note – related party | 105,179 | 105,179 | |||
Remeasurement of Class A common stock to redemption value | (105,179) | (2,343,221) | (2,448,400) | ||
Net income (loss) | (1,245,704) | (1,245,704) | |||
Balance at Jun. 30, 2023 | $ 625 | $ (16,052,476) | $ (16,051,851) | ||
Balance (in Shares) at Jun. 30, 2023 | 6,250,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||||
Net (loss) income | $ (1,245,704) | $ 2,644,342 | $ (869,650) | $ 8,044,722 | $ 4,490,977 | $ 11,413,092 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Interest and dividend income on investments held in Trust Account | (674) | |||||
Expensed offering costs | 1,020,874 | |||||
Unrealized gain on investments held in Trust Account | (232,425) | (189,623) | (386,117) | (262,400) | (18,824) | (1,721,085) |
Realized gain on investments held in Trust Account | (2,915,143) | (126,548) | (5,465,137) | (151,838) | (18,126) | (2,241,175) |
Change in fair value of derivative liability – forward purchase agreement | 276,000 | (16,000) | 812,000 | (232,000) | 456,000 | 468,000 |
Change in fair value of warrant liabilities | 2,222,000 | (2,626,000) | 3,030,000 | (8,080,000) | (6,666,000) | (10,302,000) |
Change in fair value of promissory note – related party | 123 | 123 | ||||
Deferred tax expense | 81,085 | 365,381 | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 221,775 | 199,944 | (755,707) | 425,529 | ||
Accounts payable | 349,810 | (7,105) | 12,475 | (7,375) | ||
Accrued expenses | 508,065 | 89,785 | 82,947 | 392,981 | ||
Income tax payable | 634,478 | 393,497 | ||||
Franchise tax payable | (33,333) | (82,066) | 182,466 | (128,733) | ||
Net cash used in operating activities | (1,117,575) | (480,958) | (1,212,918) | (941,888) | ||
Cash Flows from Investing Activities: | ||||||
Cash deposited in Trust Account | (250,000,000) | |||||
Proceeds from Trust Account to pay taxes | 626,748 | 263,316 | 330,384 | |||
Net cash provided by in investing activities | 626,748 | 263,316 | (250,000,000) | 330,384 | ||
Cash Flows from Financing Activities: | ||||||
Proceeds from issuance of Class B common stock to Sponsor | 25,000 | |||||
Proceeds from issuance of promissory note to related party | 400,000 | 350,000 | ||||
Repayment of promissory note | (350,000) | |||||
Proceeds from initial public offering, net of underwriter’s discount paid | 245,000,000 | |||||
Proceeds from sale of private placement warrants | 7,700,000 | |||||
Offering costs paid | (762,826) | |||||
Net cash provided by financing activities | 400,000 | 251,962,174 | ||||
Net change in cash | (90,827) | (217,642) | 749,256 | (611,504) | ||
Cash – beginning of period | 137,752 | 749,256 | 749,256 | |||
Cash – end of period | $ 46,925 | $ 531,614 | 46,925 | 531,614 | 749,256 | 137,752 |
Supplemental disclosure of noncash investing and financing activities: | ||||||
Excess of cash received over fair value of convertible promissory note – related party | 123,847 | |||||
Deferred underwriting fee payable | 8,750,000 | |||||
Initial classification of derivative asset – forward purchase agreement | 440,000 | |||||
Remeasurement of Class A common stock subject to possible redemption to redemption value | 4,544,094 | 32,199,265 | 2,755,071 | |||
Fair value of Founders Shares transferred to Anchor Investors | 7,207,313 | |||||
Forfeiture of Class B common stock | $ 94 | |||||
Supplemental cash flow information | ||||||
Cash paid for income and franchise taxes | $ 626,748 |
Description of Organization, Bu
Description of Organization, Business Operations and Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Organization, Business Operations and Liquidity [Abstract] | ||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Healthwell Acquisition Corp. I (the “Company”) is a blank check company incorporated in Delaware on February 2, 2021. The Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (the “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. In connection with the business combination agreement (as described below) the Company created HWEL Holdings Corp., a newly formed wholly -owned -owned -owned -owned As of June 30, 2023, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through June 30, 2023 relates to the Company’s formation, its initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, its search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on August 2, 2021. On August 5, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,700,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement (the “Private Placement”) to Healthwell Acquisition Corp. I Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,700,000 (see Note 4). Transaction costs for the Initial Public Offering amounted to $21,720,139, consisting of $5,000,000 of underwriting fees, half of the $8,750,000 of deferred underwriting fees (the other $4,375,000 will be payable up to two years after the close of the Business combination), $7,207,313 of non -cash Following the closing of the Initial Public Offering on August 5, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee, and invested in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with maturities of 185 days or less, or in any open -ended -7 -month The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity A quorum for a meeting to approve an initial Business Combination will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. In such case, pursuant to the terms of a letter agreement entered into with the Company, the initial stockholders have agreed (and their permitted transferees will agree) to vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of an initial Business Combination. The Company expects that at the time of any stockholder vote relating to an initial Business Combination, the initial stockholders and their permitted transferees will own at least 20% of the issued and outstanding common stock entitled to vote thereon. The directors and officers also have agreed to vote in favor of an initial Business Combination with respect to any Public Shares acquired by them. These voting thresholds, and the voting agreements of the initial stockholders, may make it more likely that the Company will consummate a Business Combination. Each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by them, as applicable, in connection with the completion of an initial Business Combination; (ii) its redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company do not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre -initial The Company will have until December 5, 2023, extended from August 5, 2023, to complete a Business Combination (the “Combination Period”), subject to making monthly stock transfers to the Holders (as defined in Note 11) of 155,581 Class A shares, which will begin payment on September 5, 2023. The Monthly Shares (as defined in Note 11) will be issued to the Holders substantially concurrently with the closing of the Company’s Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the taxes 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 indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Proposed Starton Therapeutics Business Combination On April 27, 2023, the Company entered into the business combination agreement (as amended, the “BCA”) with Starton Therapeutics, Inc. (“Starton”); Pubco; Purchaser Merger Sub; CallCo; ExchangeCo; the Sponsor, as the representative from and after the Effective Time (as defined in the BCA) of the stockholders of Pubco (other than the Starton Shareholders (as defined below) and their successors and assignees); and Kiriakos Charlie Perperidis, in the capacity as the representative of the shareholders of Starton (the “Starton Shareholders”) from and after the Effective Time (all of the transactions contemplated by the BCA, including the issuances of securities thereunder, the “Starton Business Combination”). The BCA was amended by the First Amendment to the Business Combination Agreement, dated May 15, 2023 (the “First BCA Amendment”) pursuant to which the Parties agreed to amend Section 9.1 of the Business Combination Agreement to add a new closing condition which requires that, immediately after the Closing, and after giving effect to the Redemption, the Starton Shareholders will own a number of voting shares of Pubco representing, in the aggregate, no less than 51% of the total voting power of all issued and outstanding shares of Pubco. The BCA was further amended by the Second Amendment to the Business Combination Agreement, dated August The BCA was further amended by the Third Amendment to the Business Combination Agreement, dated September Pursuant to the BCA, subject to the terms and conditions set forth therein, Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and wholly -owned -for-one -owned Each outstanding Starton option will be assumed by Pubco and automatically converted into an option to purchase shares of Pubco Common Stock in accordance with the Plan of Arrangement and under an equity incentive plan to be adopted by Pubco prior to the closing of the Starton Business Combination (the “Closing”). Pursuant to the terms of the BCA, the aggregate base consideration to be delivered to the Starton Shareholders in connection with the Starton Business Combination will be $260.0 million (including up to $20.0 million of incentive shares provided to potential PIPE investors), subject to adjustments for Starton’s closing debt (net of cash) and certain other adjustments, which consideration will be payable in newly -issued In addition to the shares of Pubco Common Stock or Exchangeable Shares deliverable at the Closing, the Starton Shareholders will have the contingent right to receive up to an additional shares 25,000,000 shares of Pubco Common Stock or Exchangeable Shares, as earnout consideration after the Closing (the “Earnout Consideration” and such shares the “Earnout Shares”). The Earnout Consideration will be issuable to the Starton Shareholders (as of the date of the Closing) as follows: • -third -year • -third -of-Phase-1 • -third -equivalence Simultaneously with the execution and delivery of the BCA, the Company and Starton entered into voting agreements (collectively, the “Voting Agreements”) with certain Starton Shareholders required to approve the Starton Business Combination. Under the Voting Agreements, such Starton Shareholders agreed to vote all of their Starton Shares in favor of the BCA and the related transactions. Such Starton Shareholders also agreed to take certain other actions in support of the BCA and related transactions and refrain from taking actions that would adversely affect their ability to perform their obligations under the Voting Agreements. Such Starton Shareholders also provided a proxy to the Company to vote their Starton Shares in accordance with the foregoing. The Voting Agreements prevent transfers of the Starton Shares held by such Starton Shareholders between the date of the Voting Agreement and the date of Closing, except for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement. Simultaneously with the execution of the BCA, the Company, Pubco, Starton and the Sponsor also entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote all of its shares of the Company’s common stock in favor of the BCA and the Starton Business Combination. The Sponsor also agreed to waive its anti -dilution The BCA and related agreements and the First BCA Amendment are further described in our Current Reports on Form 8 -K -4 Going Concern and Liquidity As of June 30, 2023, the Company had $46,925 in cash held outside of the Trust Account and a working capital deficit of $1,459,851 (excluding income tax payable and franchise tax payable). The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of June 30, 2023, will not be sufficient to allow the Company to operate until December 5, 2023, the date at which the Company must complete a Business Combination. Further, if a Business Combination is not consummated by December 5, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these condensed consolidated financial statements are issued. Management plans to address this uncertainty through a Business Combination as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination will be successful or successful within the Combination Period. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As a result of this action 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. In addition, 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 Inflation Reduction Act of 2022 and Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by a domestic corporation beginning in 2023, with certain exceptions (the “Excise Tax”). Because the Company is a Delaware corporation, it will be a “covered corporation” within the meaning of the IR Act, and while not free from doubt, it is possible that, unless an exemption is available, the Company (or any post -combination -share | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Healthwell Acquisition Corp. I (the “Company”) is a blank check company incorporated in Delaware on February 2, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is 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 year ended December 31, 2022 relates to the Company’s formation, its initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial Public Offering, its search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on August 2, 2021. On August 5, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,700,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Healthwell Acquisition Corp. I Sponsor LLC (the “Sponsor”), generating gross proceeds of $7,700,000 (see Note 4). Transaction costs amounted to $21,720,139, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees, $7,207,313 of non -cash Following the closing of the Initial Public Offering on August 5, 2021, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with maturities of 185 days or less, or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. 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 (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post -transaction The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering 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 only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive: (i) its redemption rights with respect to any Founder Shares and Public Shares held by them, as applicable, in connection with the completion of an initial Business Combination; (ii) its redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a stockholder vote to amend the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company do not complete an initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre -initial The Company will have until August 5, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the taxes 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 indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Going Concern and Liquidity As of December 31, 2022, the Company had $137,752 in cash held outside of the Trust Account and a working capital deficit of $460,328. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company anticipates that the cash held outside of the Trust Account as of December 31, 2022, will not be sufficient to allow the Company to operate until August 5, 2023, the date at which the Company must complete a Business Combination. While the Company expects to have sufficient access to additional sources of capital under Working Capital Loans (as defined in Note 5), or from third parties, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available if necessary. Further, if a Business Combination is not consummated by August 5, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through a Business Combination as discussed above. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. As a result of this action 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. In addition, 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 Inflation Reduction Act of 2022 and Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by a domestic corporation beginning in 2023, with certain exceptions (the “Excise Tax”). Because the Company is a Delaware corporation, it will be a “covered corporation” within the meaning of the IR Act, and while not free from doubt, it is possible that, unless an exemption is available, the Company (or any post -combination -share |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10 -Q -X 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 annual report on Form 10 -K Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities, along with interest and dividend income on the securities, is included in realized and unrealized gains (losses) on investments held in Trust Account in the accompanying condensed consolidated statements of operations. At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were $258,894,006 and $253,668,826. For the three and six months June 30, 2023, $80,000 and $626,748, respectively, of income was released from the Trust Account for the payment of taxes. Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash Class A Common Stock Subject to Possible Redemption All of the 25,000,000 shares of Class A common stock 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 stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in stock of $2,095,694 and $2,448,400 for the three and six months ended June 30, 2023, respectively. The carrying value of the Class A common stock subject to redemption represents the redemption value as of June 30, 2023. The actual redemption value will be net of the Company’s tax obligations and dissolution expenses as of the date of redemption. As of June 30, 2023, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 Remeasurement of carrying value to redemption value 2,095,694 Class A common stock subject to possible redemption at March 31, 2023 254,850,765 Remeasurement of carrying value to redemption value 2,448,400 Class A common stock subject to possible redemption at June 30, 2023 $ 257,299,165 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, the Company estimated the fair value of the forward purchase agreement to be a derivative liability of $1,296,000 and $484,000, respectively. See Note 10 for additional information related to fair value measurements. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not See Note 9 for additional information on income taxes for the periods presented. Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted -average The following table reflects the calculation of basic and diluted net income per common share (in dollars, except share amounts): Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ (996,563 ) $ (249,141 ) $ 2,115,474 $ 528,868 $ (695,720 ) $ (173,930 ) $ 6,435,778 $ 1,608,944 Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net income per share $ (0.04 ) $ (0.04 ) $ 0.08 $ 0.08 $ (0.03 ) $ (0.03 ) $ 0.26 $ 0.26 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 and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. 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 U.S. Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account At December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. At December 31, 2022, the assets held in the Trust Account were $253,668,826. For the year ended December 31, 2022, $330,384 of income was released from the Trust Account for the payment of taxes. Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash Class A Common Stock Subject to Possible Redemption All of the 25,000,000 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in As of December 31, 2022, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds 250,000,000 Less: Proceeds allocated to Public Warrants (11,500,000 ) Issuance costs allocated to Class A common stock (20,699,265 ) Plus: Remeasurement of carrying value to redemption value 32,199,265 Class A common stock subject to possible redemption at December 31, 2021 250,000,000 Remeasurement of carrying value to redemption value 2,755,071 Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The Forward Purchase Agreement (as defined in Note 7) is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The Forward Purchase Agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. As of December 31, 2022, the Company estimated the fair value of the derivative liability related to its Forward Purchase Agreement to be $484,000. See Note 10 for additional information related to fair value measurements. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not See Note 9 for additional information on income taxes for the periods presented. Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted -average The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 9,130,474 $ 2,282,618 $ 2,902,465 $ 1,588,512 Denominator: Basic and diluted weighted average shares outstanding (1) 25,000,000 6,250,000 11,144,578 6,099,398 Basic and diluted net income per share $ 0.37 $ 0.37 $ 0.26 $ 0.26 (1) -allotment -allotment 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 The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. 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 financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 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 August 2, 2021. On August 5, 2021, the Company completed its Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consisted of one share of Class A common stock and one -half | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Initial Public Offering was declared effective on August 2, 2021. On August 5, 2021, the Company completed the Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consisted of one share of Class A common stock and one -half |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 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 7,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,700,000 in aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants 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 Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,700,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant ($7,700,000 in aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants 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 Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 10, 2021, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over -allotment -converted On September 11, 2021, the remaining option expired. As a result, 937,500 shares of Class B common stock were forfeited (see Note 8). The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination or (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading A total of twelve anchor investors (the “Anchor Investors” representing both the Original Anchor Investors and the Additional Anchor Investors as defined below) purchased Units in the Initial Public Offering; nine of which each purchased 2,400,000 Units at the offering price of $10.00 per Unit, and three of which each purchased 1,200,000 Units at the offering price of $10.00 per Unit. Pursuant to such Units, the Anchor Investors have not been granted any stockholder or other rights in addition to those afforded to the Company’s other public stockholders. Three anchor investors (the “Original Anchor Investors”) entered into separate subscription agreements in February 2021 with the Sponsor for indirect interests in the Founder Shares held by the Sponsor for a nominal amount. Certain interests in Founder Shares were granted to the Original Anchor Investors subject to a performance condition (i.e., if any Anchor Investor transfers the Units purchased in the Initial Public Offering (or the Class A common stock underlying such Units) prior to the closing of an initial Business Combination (other than to its affiliates or such other parties that are approved in advance in writing by the Sponsor) or it elects to redeem any of the Class A common stock purchased in this offering) and must be returned to the Sponsor if performance conditions are not met. Compensation expense related to these interests will be recognized only when the performance condition is probable of occurrence under ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). As of June 30, 2023 and December 31, 2022, no stock -based -based The other nine anchor investors (the “Additional Anchor Investors”) entered into separate subscription agreements in July 2021 with the Sponsor for indirect interests in the Founder Shares held by the Sponsor. The Additional Anchor Investors purchased interests representing an aggregate of 1,125,000 Founder Shares at a purchase price of $0.004 per share or $3,938 in the aggregate. Further, the Additional Anchor Investors are not required to (i) hold any Units, shares of Class A common stock or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any shares of Class A common stock they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors will have the same rights to the funds held in the Trust Account with respect to the shares of Class A common stock underlying the Units they may purchase in the Initial Public Offering as the rights afforded to the Company’s other public stockholders. The Company estimated the fair value at July 20, 2021 of the Founder Share interests attributable to the Additional Anchor Investors to be $7,211,250 or $6.41 per share. The excess of the fair value of the Founder Shares sold over the purchase price was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately in the condensed consolidated statement of operations upon the Initial Public Offering. Offering costs allocated to the Public Shares were charged to stockholder’s equity (deficit) at the date of the Initial Public Offering. On February 24, 2021, the Company granted units in the Sponsor to certain of its directors, executive officers, and other advisors representing indirect interests in the Founder Shares for no cash consideration. These awards are subject to ASC 718. Under ASC 718, stock -based -classified no -based -based The total number of indirect interests in the Founder Shares granted were 1,404,532 shares with a grant date fair value consistent with that of the Original Anchor Investors. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business On March 17, 2023, the Company issued an unsecured promissory note in the principal amount of up to $750,000 to the Sponsor (the “March Working Capital Loan”). The March Working Capital Loan bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the liquidation of the Company on or before December 5, 2023, or such later liquidation date as may be approved by the Company’s stockholders. At the election of the Sponsor, the unpaid principal amount of the March Working Capital Loan may be converted into warrants of the Company (the “Conversion Warrants”) with the total Conversion Warrants so issued equal to: (x) the portion of the principal amount of the March Working Capital Loan being converted divided by (y) $1.00, rounded up to the nearest whole number of warrants. During the six months ended June 30, 2023, the Company drew an aggregate of $400,000 from the March Working Capital Loan, which has not The fair value option was elected (see Note 10) and, as such, the fair value of the March Working Capital Loan is shown on the condensed consolidated balance sheets as $276,276 and $0 as of June 30, 2023 and December 31, 2022, respectively. The difference between the amount of the borrowing of $400,000 and the fair value at the time of initial borrowings of $276,154 is $123,847 and is recorded as an equity contribution in the Condensed Consolidated Statements of Changes in Stockholders’ Deficit. Public Relation Services Daniel J. Edelman Inc. provides public relation services to the Company relating to finding a suitable target for the initial Business Combination. George Hornig who serves as Co -Chair | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 10, 2021, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 7,187,500 Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 937,500 Class B common stock subject to forfeiture by the Sponsor to the extent that the underwriters’ over -allotment -converted On September 11, 2021, the underwriters’ over -allotment The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold until the earlier of (A) one -divisions -trading A total of twelve anchor investors (the “Anchor Investors” representing both the Original Anchor Investors and the Additional Anchor Investors as defined below) purchased Units in the Initial Public Offering; nine of which each purchased 2,400,000 Units at the offering price of $10.00 per Unit, and three of which each purchased 1,200,000 Units at the offering price of $10.00 per Unit. Pursuant to such Units, the Anchor Investors have not been granted any stockholder or other rights in addition to those afforded to the Company’s other public stockholders. Three anchor investors (the “Original Anchor Investors”) entered into separate subscription agreements in February 2021 with the Sponsor for indirect interests in the Founder Shares held by the Sponsor for a nominal amount. Certain interests in Founder Shares were granted to the Original Anchor Investors subject to a performance condition (i.e., if any Anchor Investor transfers the Units purchased in the Initial Public Offering (or the Class A common stock underlying such Units) prior to the closing of an initial Business Combination (other than to its affiliates or such other parties that are approved in advance in writing by the Sponsor) or it elects to redeem any of the Class A common stock purchased in the Initial Public Offering) and must be returned to the Sponsor if performance conditions are not met. Compensation expense related to these interests will be recognized only when the performance condition is probable of occurrence under ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). As of December 31, 2022, no stock -based -based The other nine anchor investors (the “Additional Anchor Investors”) entered into separate subscription agreements in July 2021 with the Sponsor for indirect interests in the Founder Shares held by the Sponsor. The Additional Anchor Investors purchased interests representing an aggregate of 1,125,000 Founder Shares at a purchase price of $0.004 per share or $3,938 in the aggregate. Further, the Additional Anchor Investors are not required to (i) hold any Units, shares of Class A common stock or warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any shares of Class A common stock they may own at the applicable time in favor of the Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors will have the same rights to the funds held in the Trust Account with respect to the shares of Class A common stock underlying the Units they may purchase in the Initial Public Offering as the rights afforded to the other public stockholders. The Company estimated the fair value at July 20, 2021 of the Founder Share interests attributable to the Additional Anchor Investors to be $7,211,250 or $6.41 per share. The excess of the fair value of the Founder Shares sold over the purchase price was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost will be allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately in the statement of operations upon the Initial Public Offering. Offering costs allocated to the Public Shares were charged to stockholder’s equity (deficit) at the date of the Initial Public Offering. On February 24, 2021, the Sponsor granted units in the Sponsor to certain of the Company’s directors, executive officers, and other advisors representing indirect interests in the Founder Shares for no cash consideration. These awards are subject to ASC 718. Under ASC 718, stock -based -classified no -based -based The total number of indirect interests in the Founder Shares granted were 1,404,532 Promissory Note — Related Party On February 10, 2021, the Company issued an unsecured promissory note, as amended on July 6, 2021, to the Sponsor (the “Promissory Note”), pursuant to which the Company received proceeds of $350,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non -interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business no Public Relation Services Daniel J. Edelman Inc. provides public relation services to the Company relating to finding a suitable target for the initial Business Combination. George Hornig who serves as Co -Chair |
Commitments
Commitments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments [Abstract] | ||
COMMITMENTS | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 2, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founders Shares) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $8,750,000 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. April Jefferies Engagement Letter Vendor Agreements On April 7, 2023, the Company entered into an agreement with a financial filing and printing firm (the “Printer”) for services as needed by the Company in connection with a Business Combination. Pursuant to this agreement, the Company incurred approximately $15,000 in fees during the six months ended June 30, 2023. Pursuant to the agreement, the Company will pay the Printer a total of approximately of $125,000, inclusive of the $15,000 paid by the Company during the six months ended June 30, 2023. The remaining $110,000 is contingent upon the consummation of the Business Combination. | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on August 2, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founders Shares) are entitled to registration rights. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $5,000,000 in the aggregate, upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $8,750,000 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. |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
WARRANTS | NOTE 7. WARRANTS As of June 30, 2023 and December 31, 2022, there were 7,700,000 Private Placement Warrants and 12,500,000 Public Warrants outstanding. A warrant holder may exercise its warrants only for a whole number of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant. The warrants will expire five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant, if not cash settled, will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 • • • • -trading The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30 -day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. • • • -trading In addition, if (x) the Company issue additional common stock or equity -linked The Private Placement Warrants are identical to the warrants sold as part of the Units in the Initial Public Offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable (except as described above under Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00); (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of an initial Business Combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the common stock issuable upon exercise of these warrants) are entitled to registration rights. In connection with the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Peterson Partners, a member of the Sponsor, pursuant to which Peterson Partners has subscribed to purchase from the Company 4,000,000 units, with each unit consisting of one share of Class A common stock (“Forward Purchase Shares”), and one -half The obligations under the Forward Purchase Agreement do not depend on whether any shares of Class A common stock are redeemed by the public stockholders. Peterson Partners obligation to purchase forward units will, among other things, be terminated in the event that the Company does not complete a Business Combination within the Combination Period. The Company accounts for the 20,200,000 warrants issued in connection with the Initial Public Offering (including 12,500,000 Public Warrants and 7,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815 -40 The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. As of June 30, 2023 and December 31, 2022, the Company estimated the fair value of the warrant derivative liabilities to be $4,646,000 and $1,616,000. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re -measurement -measurement | NOTE 7. WARRANTS As of December 31, 2022, there were 7,700,000 Private Placement Warrants and 12,500,000 Public Warrants outstanding. A warrant holder may exercise its warrants only for a whole number of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Accordingly, unless you purchase at least two Units, you will not be able to receive or trade a whole warrant. The warrants will expire five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a current prospectus relating thereto is current, subject to the satisfying the obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant, if not cash settled, will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an initial Business Combination, the Company will use the commercially reasonable efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, and the Company will use the commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of an initial Business Combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at the option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 . Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • • • • 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share. The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A common stock is available throughout the 30 -day Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Commencing ninety days after the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: • • • 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the warrant holders is less than $18.00 per share, then the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. In addition, if (x) the Company issue additional common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable (except as described above under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”); (2) they (including the shares of Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of an initial Business Combination, as described below; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the common stock issuable upon exercise of these warrants) are entitled to registration rights. In connection with the Initial Public Offering, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with Peterson Partners, a member of the Sponsor, pursuant to which Peterson Partners has subscribed to purchase from the Company 4,000,000 units, with each unit consisting of one share of Class A common stock (“Forward Purchase Shares”) and one -half The obligations under the Forward Purchase Agreement do not depend on whether any shares of Class A common stock are redeemed by the public stockholders. The obligation of Peterson Partners to purchase units under the Forward Purchase Agreement will, among other things, be terminated in the event that the Company does not complete a Business Combination within the Combination Period. The Company accounts for the 20,200,000 warrants issued in connection with the Initial Public Offering (including 12,500,000 Public Warrants and 7,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815 -40 The accounting treatment of derivative financial instruments required that the Company record the warrants as derivative liabilities at fair value upon the closing of the Initial Public Offering. As of December 31, 2022, the Company estimated the fair value of the warrant derivative liabilities to be $1,616,000. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The warrant liabilities are subject to re -measurement -measurement |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders' Deficit [Abstract] | ||
STOCKHOLDERS’ DEFICIT | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred stock Class A common stock Class B common stock -day Prior to the closing of a Business Combination, holders of Class B common stock have the right to appoint all of the directors and may remove members of the board of directors for any reason. On any other matter submitted to a vote of the stockholders, holders of the shares of Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -linked -linked | NOTE 8. STOCKHOLDERS’ DEFICIT Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board. As of December 31, 2022, there were no Class A common stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of December 31, 2022, there were 25,000,000 shares of Class A common stock issued and outstanding, of which 25,000,000 shares of Class A common stock are subject to possible redemption. Class B common stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. As of December 31, 2022, there were 6,250,000 shares of Class B common stock issued and outstanding. On September 11, 2021, the underwriters 45-day option expired. As a result, 937,500 shares of Class B common stock were forfeited. Holders of Class B common stock will have the right to appoint all of the directors and may remove members of the Board for any reason. On any other matter submitted to a vote of the stockholders, holders of the shares of Class B common stock and holders of the Class A common stock will vote together as a single class, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of an initial Business Combination, or earlier at the option of the holder, on a one -for-one -linked -dilution -linked -linked |
Income Tax
Income Tax | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAX | NOTE 9. INCOME TAX The Company’s effective tax rate for the three and six months ended June 30, 2023, was (109.3%) and 357.5%, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2022, was 0.0%. 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 change in the fair value of warrant liabilities and derivative asset — forward purchase agreement, which are not recognized for tax purposes, and recording a full valuation allowance on deferred tax assets. The Company has used a discrete effective tax rate method to calculate taxes for the three and six months ended June 30, 2023 and 2022. The Company believes that, at this time, the use of the discrete method for the three and six months ended June 30, 2023 and 2022 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. | NOTE 9. INCOME TAX The Company’s net deferred tax assets (liabilities) as of December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets: Start-up costs $ 414,045 $ 116,053 Net operating loss carryforwards — 34,511 Total deferred tax assets 414,045 150,564 Valuation allowance (414,045 ) (146,611 ) Deferred tax liabilities: Unrealized gain on investments (365,381 ) (3,953 ) Total deferred tax liabilities (365,381 ) (3,953 ) Deferred tax liabilities, net of allowance $ (365,381 ) $ — The income tax provision for the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021 consists of the following: For the For the Federal Current $ 393,497 $ — Deferred 97,948 (146,611 ) State Current $ — $ — Deferred — — Change in valuation allowance 267,433 146,611 Income tax provision $ 758,878 $ — As of December 31, 2022 and 2021, the Company had available U.S. federal operating loss carry forwards of approximately $0 and $164,000, respectively, that may be carried forward indefinitely. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of certain deferred tax assets and has therefore established a valuation allowance. For the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021, the change in valuation allowance was $267,433 and $146,611, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rates for the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021 is as follows: For the For the Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (17.8 )% (31.2 )% Change in fair value of derivative liability – forward purchase 0.8 % 2.1 % Non-deductible transaction costs 0.0 % 4.8 % Change in valuation allowance 2.2 % 3.3 % Income tax provision 6.2 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction, California and Illinois which remain open and subject to examination for the period from February 2, 2021 (inception) through December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2023 Assets Investments held in Trust Account: Money Market investments $ 258,894,006 $ 258,894,006 $ — $ — Liabilities Warrant liability – Public Warrants $ 2,875,000 $ 2,875,000 $ — $ — Warrant liability – Private Placement Warrants $ 1,771,000 $ — $ 1,771,000 $ — Derivative liability – forward purchase agreement $ 1,296,000 $ — $ — $ 1,296,000 Convertible promissory note – related party $ 276,276 $ — $ — $ 276,276 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 253,668,826 $ 253,668,826 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,000,000 $ 1,000,000 $ — $ — Warrant liability – Private Placement Warrants $ 616,000 $ — $ 616,000 $ — Derivative liability – forward purchase agreement $ 484,000 $ — $ — $ 484,000 The Company utilized a binomial lattice model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of June 30, 2023 and December 31, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HWELW. The quoted price of the Public Warrants was $0.23 and $0.08 per warrant as of June 30, 2023 and December 31, 2022. In prior periods, the Company utilized a binomial lattice model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed consolidated statement of operations. The estimated fair value of the Private Placement Warrant liability was initially determined using Level 3 inputs. As of June 30, 2023 and December 31, 2022, the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The model used to estimate the fair value of the derivative asset for the Forward Purchase Agreement is based on the assumption that the Forward Purchase Securities are equivalent to the Company’s Units and determined, on a per unit basis, as the price of the Company’s Units less the present value of the contractually stipulated forward price of $10.00. Transfers to/from Levels The following table provides the significant inputs to the model for the fair value of the Forward Purchase Agreement: As of June 30, 2023 As of December 31, 2022 Stock price $ 10.28 $ 9.91 Strike price $ 11.50 $ 11.50 Dividend yield — % — % Term to expected Business Combination (in years) 0.3 0.5 Volatility deminimus deminimus Risk-free rate (1) 5.36 %/4.07% 4.70 %/3.98% Probability of Business Combination 70.0 % 60.0 % Fair value of derivative liability – forward purchase agreement $ 0.324 $ 0.121 (1) -free The convertible promissory notes — related party were valued using a Black -Scholes As of June 30, 2023 As of May 4, 2023 (Initial Measurement) As of April 26, 2023 (Initial Measurement) As of April 17, 2023 (Initial Measurement) Warrant exercise price $ 1.00 $ 1.00 $ 1.00 $ 1.00 Term to expected Business Combination (in years) 0.25 0.24 0.26 0.29 Volatility deminimus deminimus deminimus deminimus Risk free rate 5.36 % 5.22 % 5.09 % 5.12 % Discount factor 0.99 0.99 0.99 0.99 Probability of Business Combination 70 % 70 % 70 % 70 % Fair value convertible promissory note – related party $ 276,276 $ 134,794 $ 13,814 $ 86,214 The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of December 31, 2021 $ 4,559,000 Change in fair value (2,295,000 ) Fair value as of March 31, 2022 2,264,000 Change in fair value (1,017,000 ) Fair value as of June 30, 2022 $ 1,247,000 Fair value as of December 31, 2022 $ 484,000 Initial measurement of draw on convertible promissory note – related party on March 31, 2023 41,332 Change in fair value 536,000 Fair value as of March 31, 2023 1,061,332 Initial measurement of draw on convertible promissory note – related party on April 17, 2023 86,214 Initial measurement of draw on convertible promissory note – related party on April 26, 2023 13,814 Initial measurement of draw on convertible promissory note – related party on May 8, 2023 134,794 Change in fair value 276,123 Fair value as of June 30, 2023 $ 1,572,276 The Company recognized loss in connection with changes in the fair value of warrant liabilities of $3,030,000 (including $1,875,000 related to the Public Warrants — Level 1 and $1,155,000 related to the Private Placement Warrants — Level 2) within the condensed consolidated statement of operations for the six months June 30, 2023. The Company recognized a loss in connection with changes in the fair value of derivative liability — forward purchase agreement of $812,000 within the condensed consolidated statement of operations for the six months June 30, 2023. The Company recognized a loss on the change in fair value of the Sponsor Working Capital Loans of $123 within the condensed statements of operations for the six months June 30, 2023. The Company recognized loss in connection with changes in the fair value of warrant liabilities of $2,222,000 (including $1,375,000 related to the Public Warrants — Level 1 and $847,000 related to the Private Placement Warrants — Level 2) within the condensed consolidated statement of operations for the three months ended June 30, 2023. The Company recognized a loss in connection with changes in the fair value of derivative liability — forward purchase agreement of $276,000 within the condensed consolidated statement of operations for the three months ended June 30, 2023. The Company recognized a loss on the change in fair value of the Working Capital Loans of $123 within the condensed consolidated statement of operations for the three months ended June 30, 2023. The Company recognized gains in connection with changes in the fair value of warrant liabilities of $8,080,000 (including $5,000,000 related to the Public Warrants — Level 1 and $3,080,000 related to the Private Placement Warrants — Level 3) within the unaudited condensed consolidated statement of operations for the six months ended June 30, 2022. The Company recognized a gain in connection with changes in the fair value of derivative asset — forward purchase agreement of $232,000 within the unaudited condensed consolidated statement of operations for the six months ended June 30, 2022. The Company recognized gains in connection with changes in the fair value of warrant liabilities of $2,626,000 (including $1,625,000 related to the Public Warrants — Level 1 and $1,001,000 related to the Private Placement Warrants — Level 3) within the unaudited condensed statement of operations for the three months ended June 30, 2022. The Company recognized a gain in connection with changes in the fair value of derivative asset — forward purchase agreement of $16,000 within the unaudited condensed statement of operations for the three months ended June 30, 2022. | NOTE 10. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021, 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 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 253,668,826 $ 253,668,826 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,000,000 $ 1,000,000 $ — $ — Warrant liability – Private Placement Warrants $ 616,000 $ — $ 616,000 $ — Derivative liability – forward purchase agreement $ 484,000 $ — $ — $ 484,000 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 250,036,950 $ 250,036,950 $ — $ — Liabilities Warrant liability – Public Warrants $ 7,375,000 $ 7,375,000 $ — $ — Warrant liability – Private Placement Warrants $ 4,543,000 $ — $ — $ 4,543,000 Derivative liability – forward purchase agreement $ 16,000 $ — $ — $ 16,000 The Company utilized a binomial lattice model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2022 and December 31, 2021 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker HWELW. The quoted price of the Public Warrants was $0.08 and $0.59 per warrant as of December 31, 2022 and December 31, 2021, respectively. In prior periods, the Company utilized a binomial lattice model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the Private Placement Warrant liability was initially determined using Level 3 inputs. As of December 31, 2022, the Private Placement Warrants are classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The model used to estimate the fair value of the derivative asset for the Forward Purchase Agreement is based on the assumption that the Forward Purchase Securities are equivalent to the Units and determined, on a per unit basis, as the price of the Units less the present value of the contractually stipulated forward price of $10.00. Transfers to/from Levels The following table provides the significant inputs to the binomial lattice method for the initial fair value of the Public Warrants: At August 5, Stock price $ 9.88 Strike price $ 11.50 Dividend yield — % Term to expected Business Combination (in years) (1) 1.0 Volatility 16.0 % Risk-free rate (2) 0.87 % Fair value of warrants $ 0.92 (1) (2) -free The following table provides the significant inputs to the binomial lattice method for the fair value of the Private Placement Warrants: As of Stock price $ 9.69 Strike price $ 11.50 Dividend yield —% Term to expected Business Combination (in years) (1) 0.6 Volatility 10.6% Risk-free rate (2) 0.23%/1.31% Fair value of warrants $ 0.59 (1) (2) -free The following table provides the significant inputs to the model for the fair value of the Forward Purchase Agreement: As of As of December 31, 2021 Stock price $ 9.91 $ 9.69 Strike price $ 11.50 $ 11.50 Dividend yield —% —% Term to expected Business Combination (in years) 0.5 0.6 Volatility de minimus 10.6% Risk-free rate (1) 4.70%/3.98% 0.23%/1.31% Probability of Business Combination 60% N/A (2) Fair value of derivative (asset) liability – forward purchase agreement $ 0.121 $ 0.004 (1) -free (2) -free The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Initial measurement as of August 5, 2021 $ 18,144,000 Transfer of Public Warrants to Level 1 measurement (11,500,000 ) Change in fair value (2,085,000 ) Fair value as of December 31, 2021 4,559,000 Transfer of Private Placement to Level 2 measurement (1,540,000 ) Change in fair value (2,535,000 ) Fair value as of December 31, 2022 $ 484,000 The Company recognized gains in connection with changes in the fair value of warrant liabilities of $10,302,000 (including $6,375,000 related to the Public Warrants — Level 1 and $3,927,000 related to the Private Placement Warrants — Level 3) within the statement of operations for the year ended December 31, 2022. The Company recognized a loss in connection with changes in the fair value of derivative liability — forward purchase agreement of $468,000 within the statement of operations for the year ended December 31, 2022. The Company recognized gains in connection with changes in the fair value of warrant liabilities of $6,666,000 within the statement of operations for the period from February 2, 2021 (inception) through December 31, 2021. The Company recognized losses in connection with changes in the fair value of derivative liability — forward purchase agreement of $456,000 within the statement of operations for the period from February 2, 2021 (inception) through December 31, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On July 21, 2023, the Company issued an aggregate of 6,249,999 Class A Shares to the Sponsor upon the conversion of an equal number of Class B Shares. The 6,249,999 Class A Shares issued in the Conversion, approximately 20.0% of the total issued and outstanding Class A Shares after the Conversion, are subject to the same restrictions as applied to the Class B Shares before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the IPO. Between July 22, 2023 and July 25, 2023, the Company and the Sponsor, entered into seven voting and non -redemption -Redemption -Redemption As of the date of this prospectus/proxy statement, the Company and the Sponsor have entered into Non -Redemption The Non -Redemption -Redemption On July 26, 2023, the Company held the Extension Meeting. At the Extension Meeting, the Company’s stockholders approved (1) an amendment to the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company must consummate an initial Business Combination from August 5, 2023 to December 5, 2023 (or such earlier date as determined by the Company’s board of directors); (2) an amendment to the Amended and Restated Certificate of Incorporation to provide that, subject to the rights of the holders of any outstanding class of preferred stock, the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s capital stock entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law; (3) an amendment to the Amended and Restated Certificate of Incorporation to eliminate from the Amended and Restated Certificate of Incorporation the limitation that the Company may not redeem the shares of Class A common stock sold as part of the units in the IPO to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51 -1 amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (all of the aforementioned amendments, collectively the “Amendments”); and (4) a proposal to ratify the selection by the audit committee of the Board of Marcum LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The Company filed the Amendments with the Secretary of State of the State of Delaware on July 26, 2023. In connection with the Extension Meeting, stockholders holding 20,942,619 public shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $215,635,294 (approximately $10.30 per public share) was removed from the Trust Account to pay such holders and approximately $41,776,749 remained in the Trust Account. Following redemptions, the Company has 4,057,381 public shares outstanding. In the event of either the closing of the BCA or a mandatory liquidation of the Company prior to December 31, 2023, the Company does not expect the redemptions that occurred in connection with the Extension Meeting to be subject to the Excise Tax under the IR Act. On August 10, 2023, the Company, Starton, Pubco, Purchaser Merger Sub, CallCo, ExchangeCo, and the Sponsor entered into the Second Amendment to Business Combination Agreement (the “Second BCA Amendment”), pursuant to which the Company, Starton, Pubco, Purchaser Merger Sub, CallCo, ExchangeCo, and the Sponsor agreed to amend the Business Combination Agreement to (a) increase the size of the option award pool under the Pubco equity plan to fifteen percent (15%) of the aggregate number of shares of Pubco Common Stock issued and outstanding after the Closing and to provide for an annual “evergreen” increase of five percent (5%); (b) provide that the Sponsor incentive shares and Company incentive shares to be provided as incentives to support an equity investment or debt financing will be provided on a pari passu basis; and (c) remove the Closing condition that, upon the Closing, after giving effect to the redemptions and any equity investment or debt financing, the Company will have net tangible assets of at least $5,000,001. On September Third BCA Amendment | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the instructions to Form 10 -Q -X 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 annual report on Form 10 -K | 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 U.S. Securities and Exchange Commission (the “SEC”). |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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 significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities, along with interest and dividend income on the securities, is included in realized and unrealized gains (losses) on investments held in Trust Account in the accompanying condensed consolidated statements of operations. At June 30, 2023 and December 31, 2022, the assets held in the Trust Account were $258,894,006 and $253,668,826. For the three and six months June 30, 2023, $80,000 and $626,748, respectively, of income was released from the Trust Account for the payment of taxes. | Investments Held in Trust Account At December 31, 2022, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in unrealized gains (losses) on investments held in Trust Account in the accompanying statements of operations. Interest and dividend income on these securities is included in interest and dividend income on investments held in Trust Account in the accompanying statements of operations. At December 31, 2022, the assets held in the Trust Account were $253,668,826. For the year ended December 31, 2022, $330,384 of income was released from the Trust Account for the payment of taxes. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash | Warrant Liabilities The Company accounts for warrants as either equity -classified -classified Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid -in -cash |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption All of the 25,000,000 shares of Class A common stock 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 stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in stock of $2,095,694 and $2,448,400 for the three and six months ended June 30, 2023, respectively. The carrying value of the Class A common stock subject to redemption represents the redemption value as of June 30, 2023. The actual redemption value will be net of the Company’s tax obligations and dissolution expenses as of the date of redemption. As of June 30, 2023, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 Remeasurement of carrying value to redemption value 2,095,694 Class A common stock subject to possible redemption at March 31, 2023 254,850,765 Remeasurement of carrying value to redemption value 2,448,400 Class A common stock subject to possible redemption at June 30, 2023 $ 257,299,165 | Class A Common Stock Subject to Possible Redemption All of the 25,000,000 -10-S99 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid -in As of December 31, 2022, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds 250,000,000 Less: Proceeds allocated to Public Warrants (11,500,000 ) Issuance costs allocated to Class A common stock (20,699,265 ) Plus: Remeasurement of carrying value to redemption value 32,199,265 Class A common stock subject to possible redemption at December 31, 2021 250,000,000 Remeasurement of carrying value to redemption value 2,755,071 Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs Expenses of Offering |
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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The forward purchase agreement is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The forward purchase agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the condensed consolidated statement of operations. As of June 30, 2023 and December 31, 2022, the Company estimated the fair value of the forward purchase agreement to be a derivative liability of $1,296,000 and $484,000, respectively. See Note 10 for additional information related to fair value measurements. | 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. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re -valued -current -cash The Forward Purchase Agreement (as defined in Note 7) is accounted for as a derivative instrument in accordance with ASC 815 and is presented as a derivative forward purchase agreement liability on the balance sheet. The Forward Purchase Agreement was measured at fair value at the Initial Public Offering and on a recurring basis, with subsequent changes in fair value to be recorded in the statement of operations. As of December 31, 2022, the Company estimated the fair value of the derivative liability related to its Forward Purchase Agreement to be $484,000. See Note 10 for additional information related to fair value measurements. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the condensed consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not See Note 9 for additional information on income taxes for the periods presented. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not See Note 9 for additional information on income taxes for the periods presented. |
Net Income Per Share of Common Stock | Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted -average The following table reflects the calculation of basic and diluted net income per common share (in dollars, except share amounts): Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ (996,563 ) $ (249,141 ) $ 2,115,474 $ 528,868 $ (695,720 ) $ (173,930 ) $ 6,435,778 $ 1,608,944 Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net income per share $ (0.04 ) $ (0.04 ) $ 0.08 $ 0.08 $ (0.03 ) $ (0.03 ) $ 0.26 $ 0.26 | Net Income Per Share of Common Stock Net income per common share is computed by dividing net income by the weighted -average The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 9,130,474 $ 2,282,618 $ 2,902,465 $ 1,588,512 Denominator: Basic and diluted weighted average shares outstanding (1) 25,000,000 6,250,000 11,144,578 6,099,398 Basic and diluted net income per share $ 0.37 $ 0.37 $ 0.26 $ 0.26 (1) -allotment -allotment |
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 and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for current assets and current liabilities approximate fair value due to their short -term Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 10 for additional information on assets and liabilities measured at fair value. |
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 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 financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Class A Common Stock Subject to Redemption | As of June 30, 2023, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 Remeasurement of carrying value to redemption value 2,095,694 Class A common stock subject to possible redemption at March 31, 2023 254,850,765 Remeasurement of carrying value to redemption value 2,448,400 Class A common stock subject to possible redemption at June 30, 2023 $ 257,299,165 | As of December 31, 2022, the Class A common stock subject to redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds 250,000,000 Less: Proceeds allocated to Public Warrants (11,500,000 ) Issuance costs allocated to Class A common stock (20,699,265 ) Plus: Remeasurement of carrying value to redemption value 32,199,265 Class A common stock subject to possible redemption at December 31, 2021 250,000,000 Remeasurement of carrying value to redemption value 2,755,071 Class A common stock subject to possible redemption at December 31, 2022 $ 252,755,071 |
Schedule of Basic and Diluted Net Income Per Common Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except share amounts): Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ (996,563 ) $ (249,141 ) $ 2,115,474 $ 528,868 $ (695,720 ) $ (173,930 ) $ 6,435,778 $ 1,608,944 Denominator: Basic and diluted weighted average shares outstanding 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 25,000,000 6,250,000 Basic and diluted net income per share $ (0.04 ) $ (0.04 ) $ 0.08 $ 0.08 $ (0.03 ) $ (0.03 ) $ 0.26 $ 0.26 | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the year ended For the period from Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Net income $ 9,130,474 $ 2,282,618 $ 2,902,465 $ 1,588,512 Denominator: Basic and diluted weighted average shares outstanding (1) 25,000,000 6,250,000 11,144,578 6,099,398 Basic and diluted net income per share $ 0.37 $ 0.37 $ 0.26 $ 0.26 (1) -allotment -allotment |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Deferred Tax Assets (Liabilities) | The Company’s net deferred tax assets (liabilities) as of December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Deferred tax assets: Start-up costs $ 414,045 $ 116,053 Net operating loss carryforwards — 34,511 Total deferred tax assets 414,045 150,564 Valuation allowance (414,045 ) (146,611 ) Deferred tax liabilities: Unrealized gain on investments (365,381 ) (3,953 ) Total deferred tax liabilities (365,381 ) (3,953 ) Deferred tax liabilities, net of allowance $ (365,381 ) $ — |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021 consists of the following: For the For the Federal Current $ 393,497 $ — Deferred 97,948 (146,611 ) State Current $ — $ — Deferred — — Change in valuation allowance 267,433 146,611 Income tax provision $ 758,878 $ — |
Schedule of Reconciliation of the Federal Income Tax Rate to the Company’s Effective Tax Rates | A reconciliation of the federal income tax rate to the Company’s effective tax rates for the year ended December 31, 2022 and for the period from February 2, 2021 (inception) through December 31, 2021 is as follows: For the For the Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of derivative warrant liabilities (17.8 )% (31.2 )% Change in fair value of derivative liability – forward purchase 0.8 % 2.1 % Non-deductible transaction costs 0.0 % 4.8 % Change in valuation allowance 2.2 % 3.3 % Income tax provision 6.2 % 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 June 30, 2023 Assets Investments held in Trust Account: Money Market investments $ 258,894,006 $ 258,894,006 $ — $ — Liabilities Warrant liability – Public Warrants $ 2,875,000 $ 2,875,000 $ — $ — Warrant liability – Private Placement Warrants $ 1,771,000 $ — $ 1,771,000 $ — Derivative liability – forward purchase agreement $ 1,296,000 $ — $ — $ 1,296,000 Convertible promissory note – related party $ 276,276 $ — $ — $ 276,276 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 253,668,826 $ 253,668,826 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,000,000 $ 1,000,000 $ — $ — Warrant liability – Private Placement Warrants $ 616,000 $ — $ 616,000 $ — Derivative liability – forward purchase agreement $ 484,000 $ — $ — $ 484,000 | The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and December 31, 2021, 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 December 31, 2022 Assets Investments held in Trust Account: Money Market investments $ 253,668,826 $ 253,668,826 $ — $ — Liabilities Warrant liability – Public Warrants $ 1,000,000 $ 1,000,000 $ — $ — Warrant liability – Private Placement Warrants $ 616,000 $ — $ 616,000 $ — Derivative liability – forward purchase agreement $ 484,000 $ — $ — $ 484,000 December 31, 2021 Assets Investments held in Trust Account: Money Market investments $ 250,036,950 $ 250,036,950 $ — $ — Liabilities Warrant liability – Public Warrants $ 7,375,000 $ 7,375,000 $ — $ — Warrant liability – Private Placement Warrants $ 4,543,000 $ — $ — $ 4,543,000 Derivative liability – forward purchase agreement $ 16,000 $ — $ — $ 16,000 (1) (2) -free |
Schedule of Model for the Fair Value of the Forward Purchase Agreement | The following table provides the significant inputs to the model for the fair value of the Forward Purchase Agreement: As of June 30, 2023 As of December 31, 2022 Stock price $ 10.28 $ 9.91 Strike price $ 11.50 $ 11.50 Dividend yield — % — % Term to expected Business Combination (in years) 0.3 0.5 Volatility deminimus deminimus Risk-free rate (1) 5.36 %/4.07% 4.70 %/3.98% Probability of Business Combination 70.0 % 60.0 % Fair value of derivative liability – forward purchase agreement $ 0.324 $ 0.121 (1) -free | The following table provides the significant inputs to the binomial lattice method for the initial fair value of the Public Warrants: At August 5, Stock price $ 9.88 Strike price $ 11.50 Dividend yield — % Term to expected Business Combination (in years) (1) 1.0 Volatility 16.0 % Risk-free rate (2) 0.87 % Fair value of warrants $ 0.92 (1) (2) -free As of Stock price $ 9.69 Strike price $ 11.50 Dividend yield —% Term to expected Business Combination (in years) (1) 0.6 Volatility 10.6% Risk-free rate (2) 0.23%/1.31% Fair value of warrants $ 0.59 (1) (2) -free As of As of December 31, 2021 Stock price $ 9.91 $ 9.69 Strike price $ 11.50 $ 11.50 Dividend yield —% —% Term to expected Business Combination (in years) 0.5 0.6 Volatility de minimus 10.6% Risk-free rate (1) 4.70%/3.98% 0.23%/1.31% Probability of Business Combination 60% N/A (2) Fair value of derivative (asset) liability – forward purchase agreement $ 0.121 $ 0.004 (1) -free (2) -free |
Schedule of Convertible Promissory Notes to Relates party | The following table provides the significant inputs to the model for the fair value of the convertible promissory note — related party: As of June 30, 2023 As of May 4, 2023 (Initial Measurement) As of April 26, 2023 (Initial Measurement) As of April 17, 2023 (Initial Measurement) Warrant exercise price $ 1.00 $ 1.00 $ 1.00 $ 1.00 Term to expected Business Combination (in years) 0.25 0.24 0.26 0.29 Volatility deminimus deminimus deminimus deminimus Risk free rate 5.36 % 5.22 % 5.09 % 5.12 % Discount factor 0.99 0.99 0.99 0.99 Probability of Business Combination 70 % 70 % 70 % 70 % Fair value convertible promissory note – related party $ 276,276 $ 134,794 $ 13,814 $ 86,214 | |
Schedule of Changes in the Fair Value of the Level 3 Financial Instruments | The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Fair value as of December 31, 2021 $ 4,559,000 Change in fair value (2,295,000 ) Fair value as of March 31, 2022 2,264,000 Change in fair value (1,017,000 ) Fair value as of June 30, 2022 $ 1,247,000 Fair value as of December 31, 2022 $ 484,000 Initial measurement of draw on convertible promissory note – related party on March 31, 2023 41,332 Change in fair value 536,000 Fair value as of March 31, 2023 1,061,332 Initial measurement of draw on convertible promissory note – related party on April 17, 2023 86,214 Initial measurement of draw on convertible promissory note – related party on April 26, 2023 13,814 Initial measurement of draw on convertible promissory note – related party on May 8, 2023 134,794 Change in fair value 276,123 Fair value as of June 30, 2023 $ 1,572,276 | The following table provides a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Initial measurement as of August 5, 2021 $ 18,144,000 Transfer of Public Warrants to Level 1 measurement (11,500,000 ) Change in fair value (2,085,000 ) Fair value as of December 31, 2021 4,559,000 Transfer of Private Placement to Level 2 measurement (1,540,000 ) Change in fair value (2,535,000 ) Fair value as of December 31, 2022 $ 484,000 |
Description of Organization, _2
Description of Organization, Business Operations and Going Concern (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 05, 2023 | Aug. 05, 2021 | Aug. 16, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Date of incorporation | Feb. 02, 2021 | Feb. 02, 2021 | ||||
Gross proceeds | $ 245,000,000 | |||||
Proceeds from the issuance of warrants | $ 7,700,000 | 7,700,000 | ||||
Deferred underwriting fees | $ 8,750,000 | $ 8,750,000 | $ 8,750,000 | |||
Payment to acquire restricted investments | $ 250,000,000 | |||||
Voting interest percentage | 50% | |||||
Public offering (in Dollars per share) | $ 10 | |||||
Percentage of issued and outstanding | 20% | 20% | ||||
Aggregate percentage of public ahares | 15% | 15% | ||||
Redeem percentage of public shares | 100% | 100% | ||||
Payment of shares (in Shares) | 155,581 | |||||
Obligation amount | $ 100,000 | |||||
Public share held in trust account (in Dollars per share) | $ 10 | $ 10 | ||||
Net tangible assets | $ 5,000,001 | |||||
Business Combination Agreement | 10,000,000 | |||||
Business gross amount | 260,000,000 | |||||
Consideration transfer amount | $ 20,000,000 | |||||
Additional received share amount (in Shares) | 25,000,000 | |||||
Exceeding per share (in Dollars per share) | $ 12 | |||||
Description earnout shares | (i) the VWAP equaling or exceeding $14.00 per share for any twenty (20) out of any twenty (20) consecutive trading days during the Earnout Period or (ii) successful completion of a Phase 1B clinical trial for multiple myeloma, meaning the completion of an interim data analysis which is sufficient to obtain an agreement with the U.S. Food and Drug Administration (“FDA”) in which the FDA permits Starton to move forward to a phase 2 clinical study following a Type B End-of-Phase-1 meeting; and• one-third of the Earnout Shares are issuable upon (i) the VWAP equaling or exceeding $16.00 per share for any twenty (20) out of any twenty (20) consecutive trading days during the Earnout Period or (ii) achievement of the successful completion of an FDA required bridging study in healthy volunteers that proves bio-equivalence between the ambulatory subcutaneous pump and either a transdermal patch or an on body subcutaneous pump. | |||||
Cash held | $ 46,925 | $ 137,752 | ||||
Net working capital | $ 1,459,851 | 460,328 | ||||
Excise tax on fair market value percentage | 1% | |||||
Term of restricted investments | 185 days | |||||
Net tangible assets | $ 5,000,001 | |||||
Business combination Period | 24 months | |||||
Business days | 10 days | |||||
Expenses payable on dissolution | $ 100,000 | |||||
Pubco Common Stock [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||
Voting rights [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Voting interest percentage | 51% | |||||
Minimum [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Shares issued, price per share (in Dollars per share) | $ 10 | |||||
Aggregate shares (in Shares) | 15 | |||||
Percentage of trust account | 80% | |||||
Public per share (in Dollars per share) | $ 10 | |||||
Maximum [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Shares issued, price per share (in Dollars per share) | $ 18 | |||||
Aggregate shares (in Shares) | 5 | |||||
IPO [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Transaction cost | $ 21,720,139 | $ 21,720,139 | ||||
Underwriting fees | 5,000,000 | 5,000,000 | ||||
Deferred underwriting fees | 8,750,000 | 8,750,000 | ||||
Anchor investor offering costs | 7,207,313 | 7,207,313 | ||||
Other offering costs | $ 762,826 | $ 762,826 | ||||
Shares issued, price per share (in Dollars per share) | $ 10 | |||||
Class A Common Stock [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 10 | |||||
Gross proceeds | $ 250,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Class A Common Stock [Member] | IPO [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Initial public ofering (in Shares) | 25,000,000 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $ 10 | |||||
Others Investees [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Percentage outstanding voting securities | 50% | |||||
After Thirty First December Two Thousand and Twenty Two [Member] | Inflation Reduction Act of Two Thousand and Twenty Two [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Percentage of excise tax | 1% | |||||
Business Combination [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Deferred underwriting fees | $ 4,375,000 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Trust account percentage | 80% | |||||
Business Combination Agreement [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Business Combination Agreement | $ 15,000,000 | |||||
Sponsor [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Ownership percentage | 20% | |||||
Sponsor [Member] | Private Placement [Member] | ||||||
Description of Organization, Business Operations and Going Concern (Details) [Line Items] | ||||||
Sale of warrants (in Shares) | 7,700,000 | 7,700,000 | ||||
Price per private placement warrant (in Dollars per share) | $ 1 | $ 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |
Sep. 11, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Assets held in the trust account | $ 258,894,006 | $ 258,894,006 | $ 250,036,950 | $ 253,668,826 | |
Trust account payment | 80,000 | $ 626,748 | |||
Warrant derivative liabilities | $4,646,000 | $1,616,000 | |||
Dissolution expenses | 100,000 | $ 100,000 | $ 100,000 | ||
Redeemable common stock | 2,095,694 | 2,448,400 | 2,755,071 | ||
Public warrants of offering cost | 1,020,874 | 1,020,874 | |||
Purchase of agreement | 484,000 | ||||
Federal depository insurance coverage | $ 250,000 | 250,000 | 250,000 | ||
Trust account for the payment of taxes | 330,384 | ||||
Aggregate shares of common stock (in Shares) | 937,500 | ||||
IPO [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Offering costs amount | 21,720,139 | 21,720,139 | |||
Underwriting discount | 5,000,000 | 5,000,000 | |||
Deferred underwriting fees | 8,750,000 | 8,750,000 | |||
Anchor investor offering costs | 7,207,313 | 7,207,313 | |||
Other offering costs | $ 762,826 | $ 762,826 | |||
Warrant [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Diluted income per share (in Shares) | 20,200,000 | 20,200,000 | |||
Warrant [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Diluted income per share (in Shares) | 20,200,000 | ||||
Class A Common Stock [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Shares of class A common stock (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | ||
Offering costs | $ 20,699,265 | $ 20,699,265 | |||
Class B Common Stock [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Forfeited shares (in Shares) | 937,500 | ||||
Forward Purchase Agreement [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Purchase of agreement | $ 1,296,000 | $ 484,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Subject to Redemption - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of class A common stock subject to redemption [Abstract] | ||||
Class A common stock subject to possible redemption at beginning | $ 254,850,765 | $ 252,755,071 | $ 250,000,000 | |
Class A common stock subject to possible redemption at ending | 257,299,165 | 254,850,765 | 252,755,071 | $ 250,000,000 |
Remeasurement of carrying value to redemption value | $ 2,448,400 | $ 2,095,694 | $ 2,755,071 | $ 32,199,265 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share - $ / shares | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |||
Class A [Member] | ||||||||
Numerator: | ||||||||
Net income | $ (996,563) | $ 2,115,474 | $ (695,720) | $ 6,435,778 | $ 2,902,465 | $ 9,130,474 | ||
Denominator: | ||||||||
Basic weighted average shares outstanding (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 11,144,578 | [1] | 25,000,000 | [1] |
Basic net income per share | $ (0.04) | $ 0.08 | $ (0.03) | $ 0.26 | $ 0.26 | $ 0.37 | ||
Class B [Member] | ||||||||
Numerator: | ||||||||
Net income | $ (249,141) | $ 528,868 | $ (173,930) | $ 1,608,944 | $ 1,588,512 | $ 2,282,618 | ||
Denominator: | ||||||||
Basic weighted average shares outstanding (in Shares) | 6,250,000 | 6,250,000 | 6,250,000 | 6,250,000 | 6,099,398 | [1] | 6,250,000 | [1] |
Basic net income per share | $ (0.04) | $ 0.08 | $ (0.03) | $ 0.26 | $ 0.26 | $ 0.37 | ||
[1]For the period from February 2, 2021 (inception) through December 31, 2021 weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over -allotment -allotment |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |||
Class A [Member] | ||||||||
Schedule of earnings per shares basic and diluted [Abstract] | ||||||||
Diluted weighted average shares outstanding | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 11,144,578 | [1] | 25,000,000 | [1] |
Diluted net income per share | $ (0.04) | $ 0.08 | $ (0.03) | $ 0.26 | $ 0.26 | $ 0.37 | ||
Class B [Member] | ||||||||
Schedule of earnings per shares basic and diluted [Abstract] | ||||||||
Diluted weighted average shares outstanding | 6,250,000 | 6,250,000 | 6,250,000 | 6,250,000 | 6,099,398 | [1] | 6,250,000 | [1] |
Diluted net income per share | $ (0.04) | $ 0.08 | $ (0.03) | $ 0.26 | $ 0.26 | $ 0.37 | ||
[1]For the period from February 2, 2021 (inception) through December 31, 2021 weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over -allotment -allotment |
Initial Public Offering (Detail
Initial Public Offering (Details) | Aug. 05, 2021 USD ($) $ / shares shares |
IPO [Member] | |
Initial Public Offering (Details) [Line Items] | |
Initial public offering (in Shares) | shares | 25,000,000 |
Initial public offering price per share | $ 10 |
Gross proceeds (in Dollars) | $ | $ 250,000,000 |
Public Warrants [Member] | |
Initial Public Offering (Details) [Line Items] | |
Exercise price per share | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement (Details) [Line Items] | ||
Proceeds from the issuance of warrants (in Dollars) | $ 7,700,000 | $ 7,700,000 |
Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Class of warrants or rights exercise price of warrants or rights | $ 11.5 | $ 11.5 |
Sponsor [Member] | Private Placement [Member] | ||
Private Placement (Details) [Line Items] | ||
Class of warrants or rights warrants issued during the period units (in Shares) | 7,700,000 | 7,700,000 |
Class of warrants or rights issue price per warrant | $ 1 | $ 1 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Sep. 11, 2021 | Sep. 11, 2021 | Aug. 05, 2021 | Feb. 10, 2021 | Mar. 17, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 14, 2023 | Jul. 20, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Sponsor paid | $ 25,000 | |||||||||||||
Minimum percentage of common stock to be owned by the initial shareholders | 20% | 20% | 20% | |||||||||||
Share price (in Dollars per share) | $ 10.28 | $ 10.28 | $ 9.91 | |||||||||||
Stock-based compensation expense | ||||||||||||||
Principal amount | $ 750,000 | |||||||||||||
Working capital loan description | The March Working Capital Loan bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial Business Combination is consummated and (ii) the liquidation of the Company on or before December 5, 2023, or such later liquidation date as may be approved by the Company’s stockholders. At the election of the Sponsor, the unpaid principal amount of the March Working Capital Loan may be converted into warrants of the Company (the “Conversion Warrants”) with the total Conversion Warrants so issued equal to: (x) the portion of the principal amount of the March Working Capital Loan being converted divided by (y) $1.00, rounded up to the nearest whole number of warrants. | |||||||||||||
Aggregate working capital amount | 400,000 | |||||||||||||
Working capital loan | 276,276 | $ 0 | ||||||||||||
Borrowing amount | $ 400,000 | 400,000 | ||||||||||||
Initial fair value | 123,847 | 123,847 | ||||||||||||
Incurred expenses | $ 82,000 | $ 0 | $ 82,000 | $ 0 | ||||||||||
Expenses related to the services | $ 46,811 | |||||||||||||
Services charge paid | $44,558 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Grant date fair value (in Shares) | 1,404,532 | 1,404,532 | ||||||||||||
Class B Common Stock [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Founder share aggregate amount (in Shares) | 937,500 | |||||||||||||
Minimum percentage of common stock to be owned by the initial shareholders | 20% | |||||||||||||
Forfeited shares (in Shares) | 937,500 | 937,500 | ||||||||||||
Stock issued during period, shares, issued for sponsor (in Shares) | 7,187,500 | |||||||||||||
Class B Common Stock [Member] | Founder Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Shares issuance (in Shares) | 7,187,500 | |||||||||||||
Class A Common Stock [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ 18 | |||||||||||||
Sale of stock issue price per share (in Dollars per share) | $ 10 | |||||||||||||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Stock issued during the period shares new issues (in Shares) | 25,000,000 | |||||||||||||
Sale of stock issue price per share (in Dollars per share) | $ 10 | |||||||||||||
Anchor Investors [Member] | Initial Public Offering [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Stock issued during the period shares new issues (in Shares) | 2,400,000 | 2,400,000 | ||||||||||||
Sale of stock issue price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||
Original Anchor Investors [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Sale of stock issue price per share (in Dollars per share) | $ 4.09 | $ 4.09 | $ 4.09 | |||||||||||
Fair value of the founder shares sold to investors | $ 1,796,901 | $ 1,796,901 | $ 1,796,901 | |||||||||||
Original Anchor Investors [Member] | Initial Public Offering [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Stock issued during the period shares new issues (in Shares) | 1,200,000 | 1,200,000 | ||||||||||||
Sale of stock issue price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||
Additional Anchor Investors [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Estimated fair value of founder shares | $ 7,211,250 | |||||||||||||
Estimated fair value of founder shares per share value (in Dollars per share) | $ 6.41 | |||||||||||||
Sponsor [Member] | Class A Common Stock [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Lock in period | 1 year | 1 year | ||||||||||||
Share price (in Dollars per share) | 12 | $ 12 | $ 12 | |||||||||||
Number of trading days for determining the share price | 20 days | 20 days | ||||||||||||
Number of consecutive trading days for determining the share price | 30 days | 30 days | ||||||||||||
Waiting period after business combination for determining the share price | 150 days | 150 days | ||||||||||||
Sponsor [Member] | Additional Anchor Investors [Member] | Subscription Agreement [Member] | Founder Shares [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Share price (in Dollars per share) | 0.004 | $ 0.004 | $ 0.004 | |||||||||||
Stock issued during the period shares new issues (in Shares) | 1,125,000 | 1,125,000 | ||||||||||||
Stock issued during period value new issues | $ 3,938 | $ 3,938 | ||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Debt instrument conversion price per share (in Dollars per share) | $ 1 | $ 1 | $ 1 | |||||||||||
Bank overdrafts | ||||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Received proceeds | $ 350,000 | |||||||||||||
Working Capital Loans [Member] | Forecast [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Aggregate amount | $ 447,300 | |||||||||||||
Working Capital Loans [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Working capital loans converted into warrants at a later date | 1,500,000 | 1,500,000 | $ 1,500,000 | |||||||||||
Related Party Loans [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Initial fair value | $ 276,154 | $ 276,154 | ||||||||||||
Public Relation Services [Member] | Daniel J. Edelman Inc. [Member] | Accounts Payable [Member] | ||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||
Accounts payable | $ 2,253 |
Commitments (Details)
Commitments (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments (Details) [Line Items] | ||
Deferred percentage | 50% | |
Fees incurred | $ 15,000 | |
Payment to acquire | 15,000 | |
Remaining amount | 110,000 | |
Other Assets [Member] | ||
Commitments (Details) [Line Items] | ||
Payment to acquire | $ 125,000 | |
Business Combination [Member] | ||
Commitments (Details) [Line Items] | ||
Business combination percentage | 50% | |
Underwriting Agreement [Member] | ||
Commitments (Details) [Line Items] | ||
Underwriting discount per share (in Dollars per share) | $ 0.2 | $ 0.2 |
Aggregate amount | $ 5,000,000 | $ 5,000,000 |
Deferred underwriting commission per share (in Dollars per share) | $ 0.35 | $ 0.35 |
Deferred underwriting commission payable | $ 8,750,000 | $ 8,750,000 |
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||
Commitments (Details) [Line Items] | ||
Additional units (in Shares) | 3,750,000 | 3,750,000 |
Warrants (Details)
Warrants (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Aug. 05, 2021 | |
Warrants (Details) [Line Items] | |||
Warrants or rights outstanding term | 5 years | 5 years | |
Share price | $ 10.28 | $ 9.91 | |
Derivative asset (in Dollars) | $ 1,296,000 | $ 484,000 | |
Derivative liability (in Dollars) | $ 1,616,000 | $ 1,616,000 | |
Minimum [Member] | |||
Warrants (Details) [Line Items] | |||
Issued Price | $ 10 | ||
Maximum [Member] | |||
Warrants (Details) [Line Items] | |||
Issued Price | $ 18 | ||
Forward Purchase Agreement [Member] | |||
Warrants (Details) [Line Items] | |||
Purchase share (in Shares) | 1 | 1 | |
Derivative asset (in Dollars) | $ 484,000 | ||
Private Placement Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Class of warrant or right, outstanding (in Shares) | 7,700,000 | 7,700,000 | |
Class of warrants and rights issued during the period (in Shares) | 7,700,000 | 7,700,000 | |
Public Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Class of warrant or right, outstanding (in Shares) | 12,500,000 | 12,500,000 | |
Class of warrants and rights issued during the period (in Shares) | 12,500,000 | 12,500,000 | |
Derivative liability (in Dollars) | $ 4,646,000 | ||
Forward Purchase Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Class of warrants and rights issued, price per warrant | $ 10 | $ 10 | |
Aggregate amount (in Dollars) | $ 40,000,000 | $ 40,000,000 | |
IPO [Member] | |||
Warrants (Details) [Line Items] | |||
Issued Price | $ 10 | ||
Class of warrants and rights issued during the period (in Shares) | 20,200,000 | 20,200,000 | |
IPO [Member] | Forward Purchase Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Class of warrants and rights issued during the period (in Shares) | 4,000,000 | 4,000,000 | |
Class A Common Stock [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 18 | ||
Class of warrants, redemption price per unit | $ 0.01 | ||
Class of warrants, redemption notice period | 30 days | ||
Price per share | $ 18 | ||
Class of warrants, exercise price adjustment percentage | 100% | 100% | |
Class A Common Stock [Member] | Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 18 | ||
Class A Common Stock [Member] | Public Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | 18 | ||
Share Price Equals or Exceeds Eighteen Rupees Per Dollar [Member] | |||
Warrants (Details) [Line Items] | |||
Class of warrants, redemption notice period | 30 days | ||
Share Price Equals or Exceeds Eighteen Rupees Per Dollar [Member] | Class A Common Stock [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 18 | ||
Class of warrants, redemption price per unit | $ 0.01 | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price | 30 days | ||
Share Price Equals or Exceeds Eighteen Rupees Per Dollar [Member] | Class A Common Stock [Member] | Warrant [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 18 | ||
Share Price Equals or Exceeds USD Ten Per Share [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | 10 | 10 | |
Share Price Equals or Exceeds USD Ten Per Share [Member] | Class A Common Stock [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | 10 | 10 | |
Class of warrants, redemption price per unit | $ 0.1 | $ 0.1 | |
Class of warrants, redemption notice period | 30 days | ||
Number of consecutive trading days for determining share price | 20 days | ||
Number of trading days for determining share price | 30 days | ||
Class of warrants, exercise price adjustment percentage | 180% | 180% | |
Share Price Equals or Exceeds USD Ten Per Share [Member] | Class A Common Stock [Member] | Private Placement Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 18 | $ 18 | |
Share Price Less Than Usd Nine Point Two Per Share [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 9.2 | ||
Minimum percentage gross proceeds required from issuance of equity | 60% | 60% | |
Trading day period | 20 days | ||
Share Price Less Than Usd Nine Point Two Per Share [Member] | Class A Common Stock [Member] | |||
Warrants (Details) [Line Items] | |||
Share price | $ 9.2 | $ 9.2 | |
Percentage of market value | 115% | 115% | |
Business Combination [Member] | |||
Warrants (Details) [Line Items] | |||
Effective issue price | $ 9.2 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Sep. 11, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Deficit (Details) [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Class A Common Stock [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | 380,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Temporary equity shares outstanding | 25,000,000 | 25,000,000 | ||
Temporary equity shares issued | 25,000,000 | 25,000,000 | 25,000,000 | |
Subject to possible redemption | 25,000,000 | 25,000,000 | ||
Common stock, shares outstanding | ||||
Common stock, shares issued | ||||
Class B Common Stock [Member] | ||||
Stockholders' Deficit (Details) [Line Items] | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares outstanding | 6,250,000 | 6,250,000 | 6,250,000 | |
Common stock, shares issued | 6,250,000 | 6,250,000 | 6,250,000 | |
Forfeited shares | 937,500 | |||
Percentage of common stock | 20% | 20% |
Income Tax (Details)
Income Tax (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Income Tax (Details) [Line Items] | ||||||
Effective tax rate | 109.30% | 0% | 357.50% | 0% | ||
Statutory income tax rate | 21% | 21% | ||||
Deferred tax asset change in valuation allowance (in Dollars) | $ 146,611 | $ 267,433 | ||||
Warrant Liabilities [Member] | ||||||
Income Tax (Details) [Line Items] | ||||||
Statutory income tax rate | 21% | |||||
U.S. federal [Member] | ||||||
Income Tax (Details) [Line Items] | ||||||
Operating loss carryforwards (in Dollars) | $ 164,000 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | Aug. 05, 2021 | |
Fair Value Measurements (Details) [Line Items] | |||||||
Warrants quoted price (in Dollars per share) | $ / shares | $ 0.23 | $ 0.23 | $ 0.59 | $ 0.08 | |||
Present value of contractual stipulated forward price (in Dollars per share) | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Change in fair value of liabilities | $ 2,222,000 | $ (2,626,000) | $ 3,030,000 | $ (8,080,000) | $ (6,666,000) | $ (10,302,000) | |
Fair value working capital amount | 123 | ||||||
Warrants or rights outstanding term | 5 years | ||||||
Warrants or rights outstanding measurement input | 6 | ||||||
Forward Purchase Agreements [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Change in fair value of liabilities | 276,000 | 456,000 | 468,000 | ||||
Purchase agreement | 16,000 | 812,000 | 232,000 | ||||
Warrants Liabilities [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Change in fair value of liabilities | 2,626,000 | $ 6,666,000 | 10,302,000 | ||||
Fair value working capital amount | 123 | ||||||
Private Placement Warrants [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Warrants or rights outstanding term | 5 years | ||||||
Private Placement Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Warrants or rights outstanding term | 5 years 7 months 6 days | ||||||
Fair Value, Inputs, Level 1 [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Change in fair value of liabilities | 3,030,000 | ||||||
Related party public warrants | 1,875,000 | ||||||
Fair Value, Inputs, Level 1 [Member] | Note Warrant [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Change in fair value of liabilities | 8,080,000 | ||||||
Related party public warrants | 5,000,000 | ||||||
Fair Value, Inputs, Level 1 [Member] | Warrants Liabilities [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Related party public warrants | 2,222,000 | ||||||
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Change in fair value of liabilities | 6,375,000 | ||||||
Related party public warrants | 1,625,000 | ||||||
Level 2 [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Related party public warrants | $ 1,155,000 | ||||||
Level 2 [Member] | Public Warrants [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Related party public warrants | 1,375,000 | ||||||
Level 2 [Member] | Private Placement Warrants [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Change in fair value of liabilities | $ 847,000 | ||||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Related party public warrants | $ 3,080,000 | ||||||
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |||||||
Fair Value Measurements (Details) [Line Items] | |||||||
Change in fair value of liabilities | $ 3,927,000 | ||||||
Related party public warrants | $ 1,001,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments held in Trust Account: | |||
Money Market investments | $ 258,894,006 | $ 253,668,826 | $ 250,036,950 |
Liabilities | |||
Warrant liability – Public Warrants | 2,875,000 | 1,000,000 | 7,375,000 |
Warrant liability – Private Placement Warrants | 1,771,000 | 616,000 | 4,543,000 |
Derivative liability – forward purchase agreement | 1,296,000 | 484,000 | 16,000 |
Convertible promissory note – related party | 276,276 | ||
Level 1 [Member] | |||
Investments held in Trust Account: | |||
Money Market investments | 258,894,006 | 253,668,826 | 250,036,950 |
Liabilities | |||
Warrant liability – Public Warrants | 2,875,000 | 1,000,000 | 7,375,000 |
Warrant liability – Private Placement Warrants | |||
Derivative liability – forward purchase agreement | |||
Convertible promissory note – related party | |||
Level 2 [Member] | |||
Investments held in Trust Account: | |||
Money Market investments | |||
Liabilities | |||
Warrant liability – Public Warrants | |||
Warrant liability – Private Placement Warrants | 1,771,000 | 616,000 | |
Derivative liability – forward purchase agreement | |||
Convertible promissory note – related party | |||
Level 3 [Member] | |||
Investments held in Trust Account: | |||
Money Market investments | |||
Liabilities | |||
Warrant liability – Public Warrants | |||
Warrant liability – Private Placement Warrants | 4,543,000 | ||
Derivative liability – forward purchase agreement | 1,296,000 | $ 484,000 | $ 16,000 |
Convertible promissory note – related party | $ 276,276 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Model for the Fair Value of the Forward Purchase Agreement - USD ($) | 6 Months Ended | 12 Months Ended | |||
Aug. 05, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Stock price (in Dollars per share) | $ 10.28 | $ 9.91 | |||
Strike price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | |
Dividend yield | |||||
Term to expected Business Combination (in years) | 3 months 18 days | 6 months | |||
Volatility | deminimus | deminimus | |||
Risk-free rate | [1] | ||||
Probability of Business Combination | 70% | 60% | |||
Fair value of derivative liability – forward purchase agreement (in Dollars) | $ 0.324 | $ 0.121 | $ 0.004 | ||
Maximum [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Risk-free rate | [1] | 5.36% | 4.70% | ||
Minimum [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Risk-free rate | [1] | 4.07% | 3.98% | ||
[1]The risk -free |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Convertible Promissory Notes to Relates party - Convertible Debt [Member] - USD ($) | Jun. 30, 2023 | May 04, 2023 | Apr. 26, 2023 | Apr. 17, 2023 |
Fair Value Measurements (Details) - Schedule of Convertible Promissory Notes to Relates party [Line Items] | ||||
Warrant exercise price (in Dollars per share) | $ 1 | $ 1 | $ 1 | $ 1 |
Term to expected Business Combination (in years) | 3 months | 2 months 26 days | 3 months 3 days | 3 months 14 days |
Volatility | deminimus | deminimus | deminimus | deminimus |
Risk free rate | 5.36% | 5.22% | 5.09% | 5.12% |
Discount factor | 0.99 | 0.99 | 0.99 | 0.99 |
Probability of Business Combination | 70% | 70% | 70% | 70% |
Fair value convertible promissory note - related party (in Dollars) | $ 276,276 | $ 134,794 | $ 13,814 | $ 86,214 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Level 3 Financial Instruments - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of changes in the fair value of the level3 financial instruments that are measured at fair value on arecurring basis [Abstract] | ||||||
Fair value as of December 31 | $ 1,061,332 | $ 484,000 | $ 2,264,000 | $ 4,559,000 | $ 4,559,000 | |
Initial measurement of draw on convertible promissory note | 41,332 | |||||
Change in fair value | 276,123 | 536,000 | (1,017,000) | (2,295,000) | $ (2,085,000) | (2,535,000) |
Fair value as of June 30, 2022 | 1,572,276 | $ 1,247,000 | ||||
Fair value as of March 31, 2022 | $ 1,061,332 | $ 2,264,000 | $ 4,559,000 | $ 484,000 | ||
April 17, 2023 [Member] | ||||||
Summary of changes in the fair value of the level3 financial instruments that are measured at fair value on arecurring basis [Abstract] | ||||||
Initial measurement of draw on convertible promissory note | 86,214 | |||||
April 26, 2023 [Member] | ||||||
Summary of changes in the fair value of the level3 financial instruments that are measured at fair value on arecurring basis [Abstract] | ||||||
Initial measurement of draw on convertible promissory note | 13,814 | |||||
May 8, 2023 [Member] | ||||||
Summary of changes in the fair value of the level3 financial instruments that are measured at fair value on arecurring basis [Abstract] | ||||||
Initial measurement of draw on convertible promissory note | $ 134,794 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | ||||||
Aug. 10, 2023 | Jun. 30, 2023 | Sep. 17, 2023 | Sep. 05, 2023 | Jul. 26, 2023 | Jul. 21, 2023 | Dec. 31, 2022 | |
Subsequent Events (Details) [Line Items] | |||||||
Stockholder holding amount | $ 20,942,619 | ||||||
Accounts paid amount | $ 215,635,294 | ||||||
Price per public share (in Dollars per share) | $ 10.28 | $ 9.91 | |||||
Remaining amount of trust | $ 41,776,749 | ||||||
Public shares outstanding | $ 4,057,381 | ||||||
Public Offering [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Price per public share (in Dollars per share) | $ 10.3 | ||||||
Class A Common Stock [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Price per public share (in Dollars per share) | $ 18 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Percentage of conversion | 20% | ||||||
Redeem public shares | $ 5,000,001 | ||||||
Subsequent Event [Member] | Public Offering [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Public shares (in Shares) | 3,889,523 | ||||||
Subsequent Event [Member] | Sponsor [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Public shares (in Shares) | 155,581 | ||||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Issued aggregate amount (in Shares) | 155,581 | 6,249,999 | |||||
Public shares (in Shares) | 3,889,523 | ||||||
Subsequent Event [Member] | Class B Common Stock [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Issued aggregate amount (in Shares) | 6,249,999 | ||||||
Forecast [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Increase percent | 5% | ||||||
Net tangible assets | $ 5,000,001 | ||||||
Forecast [Member] | Maximum [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Cash closing condition | $ 15,000,000 | ||||||
Forecast [Member] | Minimum [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Cash closing condition | $ 10,000,000 | ||||||
Forecast [Member] | Public Offering [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Equity percentage | 15% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Subject to Redemption - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class a Common Stock Subject to Redemption [Abstract] | ||||
Gross proceeds | $ 250,000,000 | |||
Less: | ||||
Proceeds allocated to Public Warrants | (11,500,000) | |||
Issuance costs allocated to Class A common stock | (20,699,265) | |||
Plus: | ||||
Remeasurement of carrying value to redemption value | $ 2,448,400 | $ 2,095,694 | $ 2,755,071 | 32,199,265 |
Class A common stock subject to possible redemption | $ 257,299,165 | $ 254,850,765 | $ 252,755,071 | $ 250,000,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Shares Basic and Diluted - $ / shares | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |||
Class A [Member] | ||||||||
Numerator: | ||||||||
Net income | $ (996,563) | $ 2,115,474 | $ (695,720) | $ 6,435,778 | $ 2,902,465 | $ 9,130,474 | ||
Denominator: | ||||||||
Basic and diluted weighted average shares outstanding (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 11,144,578 | [1] | 25,000,000 | [1] |
Basic and diluted net income per share | $ 0.26 | $ 0.37 | ||||||
Class B [Member] | ||||||||
Numerator: | ||||||||
Net income | $ (249,141) | $ 528,868 | $ (173,930) | $ 1,608,944 | $ 1,588,512 | $ 2,282,618 | ||
Denominator: | ||||||||
Basic and diluted weighted average shares outstanding (in Shares) | 6,250,000 | 6,250,000 | 6,250,000 | 6,250,000 | 6,099,398 | [1] | 6,250,000 | [1] |
Basic and diluted net income per share | $ 0.26 | $ 0.37 | ||||||
[1]For the period from February 2, 2021 (inception) through December 31, 2021 weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over -allotment -allotment |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Shares Basic and Diluted (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |||
Class A [Member] | ||||||||
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Shares Basic and Diluted (Parentheticals) [Line Items] | ||||||||
Diluted weighted average shares outstanding (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 11,144,578 | [1] | 25,000,000 | [1] |
Diluted net income per share | $ 0.26 | $ 0.37 | ||||||
Class B [Member] | ||||||||
Summary of Significant Accounting Policies (Details) - Schedule of Earnings Per Shares Basic and Diluted (Parentheticals) [Line Items] | ||||||||
Diluted weighted average shares outstanding (in Shares) | 6,250,000 | 6,250,000 | 6,250,000 | 6,250,000 | 6,099,398 | [1] | 6,250,000 | [1] |
Diluted net income per share | $ 0.26 | $ 0.37 | ||||||
[1]For the period from February 2, 2021 (inception) through December 31, 2021 weighted average shares were reduced for the effect of an aggregate of 937,500 shares of common stock that were subject to forfeiture if the over -allotment -allotment |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Net Deferred Tax Assets (Liabilities) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Start-up costs | $ 414,045 | $ 116,053 |
Net operating loss carryforwards | 34,511 | |
Total deferred tax assets | 414,045 | 150,564 |
Valuation allowance | (414,045) | (146,611) |
Deferred tax liabilities: | ||
Unrealized gain on investments | (365,381) | (3,953) |
Total deferred tax liabilities | (365,381) | (3,953) |
Deferred tax liabilities, net of allowance | $ (365,381) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Income Tax Provision - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Federal | ||
Current | $ 393,497 | |
Deferred | (146,611) | 97,948 |
State | ||
Current | ||
Deferred | ||
Change in valuation allowance | 146,611 | 267,433 |
Income tax provision | $ 758,878 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Reconciliation of the Federal Income Tax Rate to the Company’s Effective Tax Rates | 11 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2022 | |
Summary Of Effective Income Tax Rate Reconciliation [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of derivative warrant liabilities | (31.20%) | (17.80%) |
Change in fair value of derivative liability – forward purchase agreement | 2.10% | 0.80% |
Non-deductible transaction costs | 4.80% | 0% |
Change in valuation allowance | 3.30% | 2.20% |
Income tax provision | 0% | 6.20% |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments held in Trust Account: | |||
Money Market investments | $ 258,894,006 | $ 253,668,826 | $ 250,036,950 |
Liabilities | |||
Warrant liability – Public Warrants | 2,875,000 | 1,000,000 | 7,375,000 |
Warrant liability – Private Placement Warrants | 1,771,000 | 616,000 | 4,543,000 |
Derivative liability – forward purchase agreement | 1,296,000 | 484,000 | 16,000 |
Level 1 [Member] | |||
Investments held in Trust Account: | |||
Money Market investments | 258,894,006 | 253,668,826 | 250,036,950 |
Liabilities | |||
Warrant liability – Public Warrants | 2,875,000 | 1,000,000 | 7,375,000 |
Warrant liability – Private Placement Warrants | |||
Derivative liability – forward purchase agreement | |||
Level 2 [Member] | |||
Investments held in Trust Account: | |||
Money Market investments | |||
Liabilities | |||
Warrant liability – Public Warrants | |||
Warrant liability – Private Placement Warrants | 1,771,000 | 616,000 | |
Derivative liability – forward purchase agreement | |||
Level 3 [Member] | |||
Investments held in Trust Account: | |||
Money Market investments | |||
Liabilities | |||
Warrant liability – Public Warrants | |||
Warrant liability – Private Placement Warrants | 4,543,000 | ||
Derivative liability – forward purchase agreement | $ 1,296,000 | $ 484,000 | $ 16,000 |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Methods - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Aug. 05, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Stock price (in Shares) | 9.88 | 9.91 | 9.69 | |||||
Strike price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | ||||
Dividend yield | ||||||||
Term to expected Business Combination (in years) | 1 year | [1] | 6 months | 7 months 6 days | [2] | |||
Volatility | 16% | 10.60% | ||||||
Risk-free rate | 0.87% | [3] | [4] | [4] | ||||
Probability of Business Combination | 60% | (2.00%) | [5] | |||||
Fair value of derivative (asset) liability – forward purchase agreement (in Dollars) | $ 0.324 | $ 0.121 | $ 0.004 | |||||
Fair value of warrants (in Dollars) | $ 0.92 | $ 0.59 | ||||||
Minimum [Member] | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Risk-free rate | [4] | 4.70% | 0.23% | |||||
Maximum [Member] | ||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||
Risk-free rate | [4] | 3.98% | 1.31% | |||||
[1]The Public Warrants expire 5 years after an initial Business Combination (see Note 7). As such, the full expected term of the Public Warrants used for the valuation was 6.0 years as of August 5, 2021.[2]The Private Placement Warrants expire 5 years after an initial Business Combination (see Note 7). As such, the full expected term of the Private Placement Warrants used for the valuation was 5.6 years as of December 31, 2021.[3]The risk -free -free -free |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of the Level 3 Financial Instruments that are Measured at Fair Value on a Recurring Basis - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Summary of changes in the fair value of the level3 financial instruments that are measured at fair value on arecurring basis [Abstract] | ||||||
Initial measurement as of August 5, 2021 | $ 18,144,000 | |||||
Transfer of Public Warrants to Level 1 measurement | (11,500,000) | |||||
Change in fair value | $ 276,123 | $ 536,000 | $ (1,017,000) | $ (2,295,000) | (2,085,000) | $ (2,535,000) |
Fair value as of December 31, 2021 | $ 484,000 | $ 4,559,000 | 4,559,000 | |||
Transfer of Private Placement to Level 2 measurement | (1,540,000) | |||||
Fair value as of December 31, 2022 | $ 4,559,000 | $ 484,000 |