Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 17, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PLUM ACQUISITION CORP. I | ||
Entity Central Index Key | 0001840317 | ||
Entity File Number | 001-40218 | ||
Entity Tax Identification Number | 98-1577353 | ||
Entity Incorporation, State or Country Code | E9 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Address, Address Line One | 2021 Fillmore St. #2089 | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94115 | ||
City Area Code | 415 | ||
Local Phone Number | 683-6773 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 309,959,066 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | ||
Trading Symbol | PLMI | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 5,228,218 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 7,980,409 | ||
Capital Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant | ||
Trading Symbol | PLMIU | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants included as part of the Units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Trading Symbol | PLMIW | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash | $ 86,401 | $ 107,224 |
Prepaid expenses | 43,631 | 343,630 |
Total current assets | 130,032 | 450,854 |
Prepaid expenses—non-current | 0 | 48,795 |
Investments held in Trust Account | 323,911,642 | 319,232,602 |
TOTAL ASSETS | 324,041,674 | 319,732,251 |
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT | ||
Accounts payable and accrued expenses | 2,640,756 | 1,055,936 |
Due to related party | 235,000 | 115,000 |
Convertible promissory note – related party | 1,000,000 | 0 |
Total current liabilities | 3,875,756 | 1,170,936 |
Warrant liabilities | 379,217 | 9,352,739 |
Deferred underwriting commissions liabilities | 11,172,572 | 11,172,572 |
TOTAL LIABILITIES | 15,427,545 | 21,696,247 |
SHAREHOLDERS' DEFICIT | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (15,298,312) | (21,181,135) |
TOTAL SHAREHOLDERS' DEFICIT | (15,297,513) | (21,180,336) |
TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT | 324,041,674 | 319,732,251 |
Class A Ordinary Shares [Member] | ||
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT | ||
Class A Ordinary shares subject to possible redemption, 31,921,634 shares at $10.00 redemption value | 323,911,642 | 319,216,340 |
SHAREHOLDERS' DEFICIT | ||
Ordinary Shares | 0 | 0 |
Class B Ordinary Shares [Member] | ||
SHAREHOLDERS' DEFICIT | ||
Ordinary Shares | $ 799 | $ 799 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity shares outstanding | 31,921,634 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Class A Ordinary Shares [Member] | ||
Temporary equity shares outstanding | 31,921,634 | 31,921,634 |
Temporary equity redemption price per share | $ 10.15 | $ 10 |
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 7,980,409 | 7,980,409 |
Common stock shares outstanding | 7,980,409 | 7,980,409 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Formation and operating expenses | $ 4,074,437 | $ 2,916,919 |
Loss from operations | (4,074,437) | (2,916,919) |
Other income (expense): | ||
Change in fair value of warrant liabilities | 8,973,522 | 9,177,618 |
Transaction costs allocated to warrant liabilities | 0 | (564,701) |
Gain on expiration of over allotment option | 0 | 881,755 |
Interest income – operating account | 0 | 2 |
Termination Fee | 1,000,000 | 0 |
Interest income – trust account | 4,679,040 | 16,262 |
Total other income, net | 14,652,562 | 9,510,936 |
Net income | 10,578,125 | 6,594,017 |
Class A Ordinary Shares [Member] | ||
Other income (expense): | ||
Net income | $ 8,462,500 | $ 5,060,575 |
Weighted average shares outstanding, basic | 31,921,634 | 25,840,755 |
Weighted average shares outstanding, diluted | 31,921,634 | 25,840,755 |
Basic net income per ordinary share | $ 0.27 | $ 0.2 |
Diluted net income per ordinary share | $ 0.27 | $ 0.2 |
Class B Ordinary Shares [Member] | ||
Other income (expense): | ||
Net income | $ 2,115,625 | $ 1,533,442 |
Weighted average shares outstanding, basic | 7,980,409 | 7,830,197 |
Weighted average shares outstanding, diluted | 7,980,409 | 7,830,197 |
Basic net income per ordinary share | $ 0.27 | $ 0.2 |
Diluted net income per ordinary share | $ 0.27 | $ 0.2 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Deficit - USD ($) | Total | Class A Ordinary Shares [Member] | Class B Ordinary Shares [Member] | Ordinary Shares [Member] Class A Ordinary Shares [Member] | Ordinary Shares [Member] Class B Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Jan. 10, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Beginning balance, shares at Jan. 10, 2021 | 0 | 0 | |||||
Class B ordinary shares issued to sponsor | 25,000 | $ 863 | 24,137 | ||||
Class B ordinary shares issued to sponsor, shares | 8,625,000 | ||||||
Forfeit of founder shares, value | 64 | $ (64) | 64 | ||||
Forfeit of founder shares, shares | (644,591) | ||||||
Initial classification of over-allotment liability | (1,170,000) | (1,170,000) | |||||
Partial exercise of over-allotment options | 288,245 | 288,245 | |||||
Excess cash received over fair value of private placement warrants | 208,184 | 208,184 | |||||
Net Income | 6,594,017 | $ 5,060,575 | $ 1,533,442 | 6,594,017 | |||
Remeasurement adjustment of carrying value to redemption value | (27,125,782) | (27,125,782) | 649,370 | (27,775,152) | |||
Ending balance, shares at Dec. 31, 2021 | 0 | 7,980,409 | |||||
Ending balance at Dec. 31, 2021 | (21,180,336) | $ 0 | $ 799 | 0 | (21,181,135) | ||
Forfeit of founder shares, value | $ 0 | ||||||
Forfeit of founder shares, shares | 644,591 | ||||||
Net Income | $ 10,578,125 | 8,462,500 | $ 2,115,625 | 10,578,125 | |||
Remeasurement adjustment of carrying value to redemption value | (4,695,302) | $ (4,695,302) | (4,695,302) | ||||
Ending balance, shares at Dec. 31, 2022 | 0 | 7,980,409 | |||||
Ending balance at Dec. 31, 2022 | $ (15,297,513) | $ 0 | $ 799 | $ 0 | $ (15,298,312) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income | $ 10,578,125 | $ 6,594,017 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (4,679,040) | (16,262) |
Change in fair value of warrant liabilities | (8,973,522) | (9,177,618) |
Transaction costs allocated to warrant liabilities | 0 | 564,701 |
Gain on expiration of over-allotment option | 0 | (881,755) |
Changes in operating assets and liabilities | ||
Prepaid expense | 348,794 | (392,425) |
Due to related party | 120,000 | 115,000 |
Accounts payable and accrued expenses | 1,584,820 | 1,055,936 |
Net cash used in operating activities | (1,020,823) | (2,138,406) |
Cash Flows from Investing Activities: | ||
Investments held in Trust | 0 | (319,216,340) |
Net cash used in investing activities | 0 | (319,216,340) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of ordinary shares to Sponsor | 0 | 25,000 |
Proceeds from sale of Units, net of offering costs | 0 | 312,832,013 |
Proceeds from issuance of Private Placement Warrants | 9,384,327 | |
Payment of offering costs | 0 | (779,370) |
Proceeds from promissory note – related party | 1,000,000 | 0 |
Net cash provided by financing activities | 1,000,000 | 321,461,970 |
Net Change in Cash | (20,823) | 107,224 |
Cash – Beginning of period | 107,224 | 0 |
Cash – End of period | 86,401 | 107,224 |
Non-Cash investing and financing activities: | ||
Subsequent measurement of Class A ordinary shares to redemption amount | 4,695,302 | 27,125,782 |
Deferred underwriting commissions payable charged to additional paid in capital | 0 | 11,172,572 |
Forfeiture of founder shares | $ 0 | $ 64 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Plum Acquisition Corp. I (the “Company” or “Plum”) was incorporated as a Cayman Islands exempted company on January 11, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from January 11, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (“IPO”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a business combination. The Company believes it will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating The Company’s Sponsor is Plum Partners, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on March 15, 2021 (the “Effective Date”). On March 18, 2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 30,000,000 units (the “Units), at $10.00 per Unit, generating gross proceeds of $300,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 4. Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, generating gross proceeds of $9,000,000, which is described in Note 4. The Company granted the underwriter a 45 -day Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter partially exercised the over-allotment option on April 14, 2021 and purchased 1,921,634 Units at $10.00 per Unit. Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares for $1.50 per warrant generating total proceeds of $384,327. On April 14, 2021, $19,216,340, net of the underwriter discount, was deposited in the Company’s Trust account. A total of $19,216,340 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Transaction costs of the IPO and the exercise of the over-allotment option amounted to $18,336,269 consisting of $6,384,327 of underwriting discount, $11,172,572 of deferred underwriting discount, and $779,370 of other offering costs. Of the transaction costs, $538,777 is included in transaction costs on the statements of operations and $17,797,492 is included in equity shareholders’ deficit. Following the closing of the Public Offering on March 18, 2021 and the partial exercise of the underwriter’s over-allotment option, $ 2a-7 (or up to 36 months from the closing of our initial public offering if we extend the period of time to consummate a business combination) The Company will provide shareholders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share two These Public Shares have been classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company receives The Company will have to June 18, 2023, or until March 18, 2024, if elected to extend the Termination Date up to nine times by an additional one month each time, to complete an initial Business Combination. However, 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 per-share The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of its public shares if the Company does not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame) and (iv) vote their Founder Shares and public shares in favor of our initial Business Combination. Liquidity, Capital Resources, and Going Concern The Company’s liquidity needs up to March 18, 2021 had been satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the Founder Shares. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors, and third parties have committed to provide the Company Working Capital Loans (see Note 5). As of December 31, 2022, the Company had $ As of December 31, 2022, the Company had $86,401 in its operating bank account and a working capital deficit of $3,745,724. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, Further, management has determined that if the Company is unable to complete a Business Combination by June 18, 2023 or by March 18, 2024 if the Board of Directors adopts resolutions, upon request of the Sponsor, to extend the Termination Date up to nine times by an additional one month each time Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the 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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with U.S. 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 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account At December 31, 2022 and 2021, funds held in the Trust Account include $323,911,642 and $319,232,602, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments – Debt and Equity Securities.” Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, non-cash Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 319,216,340 Less: Proceeds allocated to Public Warrants (9,354,214 ) Ordinary share issuance costs (17,771,568 ) Plus: Remeasurement adjustment of carrying value to redemption value 27,125,782 Ordinary shares subject to possible redemption, December 31, 2021 319,216,340 Plus: Remeasurement adjustment of carrying value to redemption value 4,695,302 Ordinary shares subject to possible redemption, December 31, 2022 $ 323,911,642 Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Warrant Liabilities The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in non-cash The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815-40. Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. See Note 7 for additional information on assets and liabilities measured at fair value. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Year Ended December 31, 2022 For the Period from January 11, 2021 (Inception) Through December 31, 2021 Class A ordinary share to possible redemption Class B Class A ordinary share to possible redemption Class B Numerator Allocation of net income $ 8,462,500 $ 2,115,625 $ 5,060,575 $ 1,533,442 Denominator Weighted average shares outstanding 31,921,634 7,980,409 25,840,755 7,830,197 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.20 $ 0.20 Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING On March 18, 2021, the Company sold 30,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-fifth On April 14, 2021, the Company sold an additional 1,921,634 Units at a purchase price of $10.00 per Unit, each consisting of one Class A ordinary share and one-fifth All of the 31,921,634 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s 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 Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in |
Private Placements
Private Placements | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
PRIVATE PLACEMENTS | NOTE 4 — PRIVATE PLACEMENTS Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000, in a private placement. Simultaneously with the issuance and sale of the Units on April 14, 2021, the Company consummated the private placement with the Sponsor for an aggregate of 256,218 warrants to purchase Class A Ordinary Shares for $1.50 per warrant generating total proceeds of $384,327. A portion of the proceeds from the private placements were added to the proceeds from the IPO 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) and the Private Placement Warrants will expire worthless. The Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On January 13, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriter. On April 14, 2021 the underwriter partially exercised its . On May 2, 2021 the underwriter’s over-allotment option expired and The Sponsor and the Company’s directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading “Lock-up”). Promissory Note — Related Party On January 13, 2021, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note. This loan is non-interest Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, and third parties have committed to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to it. In the event that a Business Combination does not close, the Company may use a portion of the working capital 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. Up to $ On January 31, 2022, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $500,000 to Mike Dinsdale (the “Payee”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. The Company may draw on the Note from time to time, in increments of not less than $50,000, until the earlier of March 18, 2023 or the date on which the Company consummates a Business Combination. If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Payee shall have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into private placement warrants (as defined in that certain Warrant Agreement, dated March 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company), at a price of $1.50 per private placement warrant. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. On July 11, 2022, the Company issued an unsecured promissory note (the “Second Note”) in the principal amount of $500,000 to Ursula Burns (the “Second Payee”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial Business Combination. Up to fifty percent (50%) of the principal of the Note may be drawn down from time to time at the Company’s option prior to August 25, 2022 and any or all of the remaining undrawn principal of the Note may be drawn down from time to time at the Company’s option after August 25, 2022, in each case in increments of not less than $50,000. If the Company does not complete a Business Combination, the Second Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Second Payee shall have the option, but not the obligation, to convert the principal balance of the Second Note, in whole or in part, into private placement warrants, at a price of $1.50 per private placement warrant. The Second Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Second Note and all other sums payable with regard to the Second Note becoming immediately due and payable. The Note and Second Note are reported at cost in the financial statements as the fair value adjustment associated with the conversion is deemed to be immaterial. As of December 31, 2022, the Company had $1,000,000 borrowings under the Note and Second Note. On March 16, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $250,000 (the “Promissory Note”) to Mr. Kanishka Roy, individually and as a member of Plum Partners LLC. Mr. Roy funded the initial principal amount of $250,000 on March 16, 2023. The Promissory Note does not bear interest and matures upon the consummation of Plum’s initial business combination with one or more businesses or entities. In the event Plum does not consummate a business combination, the Promissory Note will be repaid upon Plum’s liquidation only from amounts remaining outside of Plum’s trust account, if any. The Promissory Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Promissory Note and all other sums payable with regard to the Promissory Note becoming immediately due and payable. Administrative Support Agreement The Company will pay the Sponsor or an affiliate of the Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of the management team. Upon completion of the initial Business Combination or its liquidation, the Company will cease paying these monthly fees. In addition, the Company reimburses the Sponsor for the reasonable costs of salaries and other services provided to the Company by the employees, consultants and or members of the Sponsor or its affiliates. For the year ended December 31, 2022, the Company incurred $120,000, in fees for office space, secretarial and administrative services, respectively, of which such amounts are included in the due to related party in the accompanying balance sheets and incurred $549,198 for reimbursement of costs of salaries and other services. For the period from January 1 1 1 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | NOTE 6 — WARRANTS The Public Warrants will become exercisable at $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the initial Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than twenty 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 will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined above); • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
RECURRING FAIR VALUE MEASUREMENTS | NOTE 7 — RECURRING FAIR VALUE MEASUREMENTS Investments Held in Trust Account As of December 31, 2022 and 2021, the investments in the Company’s Trust Account consisted of $323.9 million and $319.2 million in U.S. Money Market funds, respectively. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments. Fair values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s initial value of the warrant liability was based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets and classified as level 3. The subsequent measurement of the Public Warran ts is c The fair value of the sponsor loan conversion option was $0 as of December 31, 2022. During the year ended December 31, 2022, the public warrant trading price was deeply below the conversion price making the call option on warrants embedded in the convertible note have de minis value. There was no change in fair value or transfers in or out of Level 3 from other levels in the fair value hierarchy during the year ended December 31, 2022. The overallotment liability is measured at fair value using the Black Scholes Option Pricing Model with significant unobservable inputs. The fair value is based on the share price of the underlying shares and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. Therefore, the overallotment liability is considered to be a Level 3 financial instrument. There was no overallotment liability outstanding as of December 31, 2021. The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2022 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market $ 323,911,642 $ 323,911,642 $ — $ — Liabilities Sponsor Loan Conversion Option — — — — Public warrant liability 191,529 191,529 — — Private warrant liability 187,687 — 187,687 — Total $ 379,216 $ 191,529 $ 187,687 $ — December 31, 2021 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market $ 319,232,602 $ 319,232,602 $ — $ — Liabilities Public warrant liability 4,723,763 4,723,763 — — Private warrant liability 4,628,976 — 4,628,976 — Total $ 9,352,739 $ 4,723,763 $ 4,628,976 $ — If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Measurement The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at January 11, 2021 $ — Issuance due to IPO at March 18, 2021 17,640,000 Issuance of over-allotment option 1,170,000 Issuance of overallotment warrant placements (public and private) 890,357 Partial exercise of over-allotment option (288,245 ) Reclassification of Private Warrants to Level 2 (1) (7,405,819 ) Reclassification of Public Warrants to Level 1 (1) (7,257,213 ) Expiration of over-allotment option (567,241 ) Change in fair value (4,181,839 ) Fair Value at December 31, 2021 $ — (1) These warrants were reclassified on June 30, 2021 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Registration Rights 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 ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up Underwriting Agreement The Company granted the underwriter a 45-day Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter partially exercised the over-allotment option and, on April 14, 2021, the underwriter purchased Units. On March 18, 2021, the Company paid the underwriter’s fee of to the underwriter. In addition, the Underwriting Agreement provides $ to be payable to the underwriter for deferred underwriting commissions. However, as discussed in Note 10, Subsequent Events, herein, the underwriter, Goldman Sachs, waived any entitlement it has to such commissions under the Underwriting Agreement. Service Provider Agreements From time to time the Company has entered into and may enter into agreements with various services providers and advisors, including investment banks, to help us identify targets, negotiate terms of potential Business Combinations, consummate a Business Combination and/or provide other services. In connection with these agreements, the Company may be required to pay such service providers and advisors fees in connection with their services to the extent that certain conditions, including the closing of a potential Business Combination, are met. If a Business Combination does not occur, the Company would not expect to be required to pay these contingent fees. There can be no assurance that the Company will complete a Business Combination. Release Agreement On October 31, 2022, the Company entered into a termination agreement with a potential party to a business combination (“Target”), pursuant to which the Company and Target agreed to release each other from any obligations and claims related to a certain Amended and Restated Non-Binding Term Sheet, dated as of June 22, 2022 (“Term Sheet”), and related Term Sheet Extension Letter Agreements, dated July 18, 2022, July 22, 2022, August 1, 2022, and August 8, 2022. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 9 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares s Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted one-to-one. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, besides the below, the Company did not identify any subsequent events other than noted below that would have required adjustment or disclosure in the financial statements. Extraordinary General Meeting and Redemption of Shares On March 15, 2023, Plum held an Extraordinary General Meeting of its Shareholders (1) to amend Plum’s amended and restated memorandum and articles of association (the “Articles”) to extend the date (the “Termination Date”) by which Plum has to consummate a business combination (the “Articles Extension”) from March 18, 2023 (the “Original Termination Date”) to June 18, 2023 (the “Articles Extension Date”) and to allow Plum, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the Articles Extension Date, by resolution of Plum’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 18, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of Plum’s initial business combination shall have occurred prior to such date (the “Extension Amendment Proposal”) and (2) to amend the Articles to eliminate from the Articles the limitation that Plum may not redeem Class A ordinary shares to the extent that such redemption would result in Plum having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow Plum to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal”). The shareholders of Plum approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting and on March 15, 2023, Plum filed the amendment to the Articles with the Registrar of Companies of the Cayman Islands. In connection with the vote to approve the Extension Amendment Proposal, the holders of 26,693,416 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of $10.23 per share, for an aggregate redemption amount of $273,112,311.62. Business Combination Agreement On March 2, 2023, Plum entered into a Business Combination Agreement (as may be amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”), by and among Plum, Sakuu Corporation, a Delaware corporation (the “Company”), Plum SPAC 1 Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Plum (“Merger Sub I”), and Plum SPAC 2 Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Plum (“Merger Sub II”). Subject to its terms and conditions, the Business Combination Agreement provides that (a) on the day of the closing of the Business Combination (the “Closing”), Plum will change its jurisdiction of incorporation by deregistering and transferring by way of continuation as a Cayman Islands exempted company limited by shares and domesticating as a corporation incorporated under the laws of the State of Delaware (“Domestication”), change its name to “Sakuu Holdings, Inc.”, and amend its governing documents to become the Post-Closing Certificate of Incorporation and Post-Closing Bylaws (as such terms are defined in the Business Combination Agreement), (b) following the Domestication and upon the filing of the Certificate of First Merger (as defined in the Business Combination Agreement), Merger Sub I will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Plum (“First Merger”), and (c) immediately following the First Merger and upon the filing of the Certificate of Second Merger (as defined in the Business Combination Agreement), the Company will merge with and into Merger Sub II, with Merger Sub II surviving the merger as a wholly owned subsidiary of Plum (“Second Merger”). Subscription Agreement As disclosed in the definitive proxy statement filed by Plum with the Securities and Exchange Commission on February 24, 2023 (the “Proxy Statement”), relating to the extraordinary general meeting of shareholders of Plum (the “Shareholder Meeting”), Plum Partners, LLC (the “Sponsor”) agreed that if the Extension Amendment Proposal (as defined below) is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will deposit into the trust account established in connection with Plum’s initial public offering (the “Trust Account”) the lesser of (A) $480,000 or (B) $0.12 for each Class A ordinary share, par value $0.0001 per share (each a “Public Share”) remaining after the holders of Plum’s Public Shares elected to redeem all or a portion of their Public Shares (the “Redemption”), in exchange for a non-interest bearing, In addition, in the event that Plum has not consummated an initial business combination (“Business Combination”) by the Articles Extension Date (defined below), without approval of Plum’s public shareholders, Plum may, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date (as defined below), extend the Termination Date up to nine times, each by one additional month (for a total of up to nine additional months to complete a Business Combination), provided that the Lender will deposit into the Trust Account for each such monthly extension, the lesser of (A) $160,000 or (B) $0.04 for each Public Share remaining after the Redemption, in exchange for a non-interest bearing, Accordingly, on March 16, 2023, Plum entered into a subscription agreement (“Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”) and the Sponsor (collectively, the “Parties”), the purpose of which is for the Sponsor to raise up to $1,500,000 from the Investor to fund the Articles Extension (defined below) and to provide working capital to Plum during the Articles Extension (“Investor’s Capital Commitment”). As such, subject to, and in accordance with the terms and conditions of the Subscription Agreement, the Parties agreed, (a) from time to time, Plum will request funds from the Sponsor for working capital purposes or for the Sponsor to fund an extension payment pursuant to Plum’s Amended and Restated Memorandum and Articles of Association (each a “Drawdown Request”). The Sponsor, upon on at least five (5) calendar days’ prior written notice (“Capital Notice”), may require a drawdown against the Investor’s Capital Commitment under a Drawdown Request (each a “Capital Call”); (b) in consideration of the Capital Calls, Sponsor will transfer 0.75 of a Class A ordinary share for each dollar the Investor funds pursuant to the Capital Call(s) (the “Subscription Shares”) to the Investor at the closing of the Business Combination (the “Business Combination Closing”). The Subscription Shares shall be subject to the Lock-Up Period additional lock-up provisions, (c) each member of the Sponsor has the right to contribute any amount requested under each Drawdown Request (“Sponsor Capital Contribution”), provided that such Sponsor Capital Contributions will be made on terms no more favorable than the Investor’s Capital Commitment. In addition, Plum and Sponsor maintain the ability to enter into other agreements with each other or with other parties which shall provide for funding of Plum (through the issuance of equity, entry into promissory notes, or otherwise) outside of Drawdown Requests, provided that the terms of any such agreement between Plum or Sponsor with each other or any party or parties will be no more favorable than the terms under this Agreement; (d) any amounts funded by the Sponsor to Plum under a Drawdown Request shall not accrue interest and shall be promptly repaid by Plum to the Sponsor upon the Business Combination Closing. Following receipt of such sums from Plum, and in any event within 5 business days of the Business Combination Closing, the Sponsor or Company shall pay to the Investor, an amount equal to all Capital Calls funded under the Subscription Agreement (the “Business Combination Payment”). The Investor may elect at the Business Combination Closing to receive such Business Combination Payment in cash or Class A ordinary shares at a rate of 1 (e) on the Business Combination Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $5,000. Promissory Note On March 16, 2023, Plum issued an unsecured promissory note in the total principal amount of up to $250,000 (the “Promissory Note”) to Mr. Kanishka Roy, individually and as a member of Plum Partners LLC. Mr. Roy funded the initial principal amount of $250,000 on March 16, 2023. The Promissory Note does not bear interest and matures upon the consummation of Plum’s initial business combination with one or more businesses or entities. In the event Plum does not consummate a business combination, the Promissory Note will be repaid upon Plum’s liquidation only from amounts remaining outside of Plum’s trust account, if any. The Promissory Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Promissory Note and all other sums payable with regard to the Promissory Note becoming immediately due and payable. Waiver of Deferred Underwriting Discount On January 16, 2023, Goldman Sachs, the underwriter of the Company’s initial public offering, waived any entitlement it had to its deferred underwriting discount in the amount of $11,172,572. In doing so, Goldman Sachs did not forfeit or waive any claim or right it otherwise has under the certain Underwriting Agreement dated March 15, 2021. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Emerging Growth Company Status | 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 Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. 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 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. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2022 and 2021, funds held in the Trust Account include $323,911,642 and $319,232,602, respectively, of investments held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company classifies its money market fund as trading securities in accordance with ASC 320 “Investments – Debt and Equity Securities.” |
Convertible Promissory Note | Convertible Promissory Note The Company accounts for its convertible promissory note under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, non-cash |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 319,216,340 Less: Proceeds allocated to Public Warrants (9,354,214 ) Ordinary share issuance costs (17,771,568 ) Plus: Remeasurement adjustment of carrying value to redemption value 27,125,782 Ordinary shares subject to possible redemption, December 31, 2021 319,216,340 Plus: Remeasurement adjustment of carrying value to redemption value 4,695,302 Ordinary shares subject to possible redemption, December 31, 2022 $ 323,911,642 |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 |
Fair value of financial instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, (excluding the promissory note and Warrants) which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Warrant Liability | Warrant Liabilities The Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Warrants and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own ordinary shares and whether the holders of the Warrants could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of additional paid-in non-cash The Company accounts for the Public and Private warrants in accordance with guidance contained in ASC 815-40. |
Fair Value Measurements | Fair Value Measurements FASB ASC Topic 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses, and promissory note to related parties are estimated to approximate the carrying values as of December 31, 2022 and 2021 due to the short maturities of such instruments. See Note 7 for additional information on assets and liabilities measured at fair value. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” ASC Topic 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 to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net Income per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The potential 12,640,544 ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2022 and for the period from January 11, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Year Ended December 31, 2022 For the Period from January 11, 2021 (Inception) Through December 31, 2021 Class A ordinary share to possible redemption Class B Class A ordinary share to possible redemption Class B Numerator Allocation of net income $ 8,462,500 $ 2,115,625 $ 5,060,575 $ 1,533,442 Denominator Weighted average shares outstanding 31,921,634 7,980,409 25,840,755 7,830,197 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.20 $ 0.20 |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary Of Ordinary Shares Subject To Possible Redemption Reflected On Balance sheet | As of December 31, 2022 and 2021, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds from IPO $ 319,216,340 Less: Proceeds allocated to Public Warrants (9,354,214 ) Ordinary share issuance costs (17,771,568 ) Plus: Remeasurement adjustment of carrying value to redemption value 27,125,782 Ordinary shares subject to possible redemption, December 31, 2021 319,216,340 Plus: Remeasurement adjustment of carrying value to redemption value 4,695,302 Ordinary shares subject to possible redemption, December 31, 2022 $ 323,911,642 |
Summary of basic and diluted net income per share for each class of ordinary share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Year Ended December 31, 2022 For the Period from January 11, 2021 (Inception) Through December 31, 2021 Class A ordinary share to possible redemption Class B Class A ordinary share to possible redemption Class B Numerator Allocation of net income $ 8,462,500 $ 2,115,625 $ 5,060,575 $ 1,533,442 Denominator Weighted average shares outstanding 31,921,634 7,980,409 25,840,755 7,830,197 Basic and diluted net income per share $ 0.27 $ 0.27 $ 0.20 $ 0.20 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of fair values of assets and liabilities | The following table presents fair value information as of December 31, 2022 and 2021, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2022 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market $ 323,911,642 $ 323,911,642 $ — $ — Liabilities Sponsor Loan Conversion Option — — — — Public warrant liability 191,529 191,529 — — Private warrant liability 187,687 — 187,687 — Total $ 379,216 $ 191,529 $ 187,687 $ — December 31, 2021 Total Level 1 Level 2 Level 3 Assets Investments held in Trust Account—U.S. Money Market $ 319,232,602 $ 319,232,602 $ — $ — Liabilities Public warrant liability 4,723,763 4,723,763 — — Private warrant liability 4,628,976 — 4,628,976 — Total $ 9,352,739 $ 4,723,763 $ 4,628,976 $ — |
Summary of reconciliation of changes in fair value | The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at January 11, 2021 $ — Issuance due to IPO at March 18, 2021 17,640,000 Issuance of over-allotment option 1,170,000 Issuance of overallotment warrant placements (public and private) 890,357 Partial exercise of over-allotment option (288,245 ) Reclassification of Private Warrants to Level 2 (1) (7,405,819 ) Reclassification of Public Warrants to Level 1 (1) (7,257,213 ) Expiration of over-allotment option (567,241 ) Change in fair value (4,181,839 ) Fair Value at December 31, 2021 $ — (1) These warrants were reclassified on June 30, 2021 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 18, 2023 | Apr. 14, 2021 | Mar. 18, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Sale of stock price per share | $ 10 | |||||
Share price | $ 10 | |||||
Statement of operations | $ 538,777 | $ 0 | $ 564,701 | |||
Proceeds from sale of units | $ 319,216,340 | |||||
Public share redeemable percentage | 100% | |||||
Interest to pay dissolution expenses | $ 100,000 | |||||
Operating bank account | 86,401 | $ 107,224 | ||||
Redeemable period of public share | 10 days | |||||
Consummation of the initial Business Combination | 2 days | |||||
Working capital loans | 1,000,000 | |||||
Sale of stock number of shares issued In transaction | 30,000,000 | |||||
Equity | 17,797,492 | |||||
Cash deposited in Trust Account | $ 19,216,340 | |||||
Founder Shares [Member] | ||||||
Offering cost | $ 25,000 | |||||
Private placement warrant [Member] | ||||||
Sale of stock price per share | $ 1.5 | |||||
Proceeds from issuance of private placement | $ 9,000,000 | |||||
Sale of stock number of shares issued In transaction | 6,000,000 | |||||
IPO [Member] | ||||||
Sale of stock price per share | $ 10 | |||||
Sale of stock, consideration received on transaction | $ 300,000,000 | |||||
Transaction costs | 18,336,269 | |||||
Underwriting discount | 6,384,327 | |||||
Deferred underwriting discount | 11,172,572 | |||||
Other Offering Costs | $ 779,370 | |||||
Public share redeemable percentage | 100% | |||||
Business combination period | 27 months | |||||
Common stock par or stated value per share | $ 0.0001 | |||||
Operating bank account | 86,401 | |||||
Working capital | $ 3,745,724 | |||||
Sale of stock number of shares issued In transaction | 30,000,000 | |||||
Over-Allotment Option [Member] | ||||||
Sale of stock price per share | $ 10 | |||||
Share price | $ 10 | |||||
Stock Issued | 1,921,634 | |||||
Stock issued during period shares new issues | 1,921,634 | |||||
Stock Issued During Period, Value, New Issues | $ 19,216,340 | |||||
Over-Allotment Option [Member] | Underwriters [Member] | ||||||
Over Allotments Option Vesting Period | 45 days | |||||
Stock Issued | 4,500,000 | |||||
Stock issued during period shares new issues | 4,500,000 | |||||
Common Class A [Member] | ||||||
Share price | $ 11.5 | |||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common Class A [Member] | Private placement warrant [Member] | Sponsor [Member] | ||||||
Proceeds from issuance of private placement | $ 384,327 | |||||
Class Of Warrants and Rights Issued During the Period | 256,218 | |||||
Class Of Warrants and Rights Issued, Price Per Warrant | $ 1.5 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary Of Ordinary Shares Subject To Possible Redemption Reflected On Balance sheet (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||
Proceeds allocated to Public Warrants | $ (9,354,214) | $ (9,354,214) |
Remeasurement adjustment of carrying value to redemption value | 4,695,302 | 27,125,782 |
Common Class A [Member] | ||
Temporary Equity [Line Items] | ||
Gross proceeds from IPO | 319,216,340 | 319,216,340 |
Ordinary share issuance costs | (17,771,568) | (17,771,568) |
Remeasurement adjustment of carrying value to redemption value | 4,695,302 | 27,125,782 |
Ordinary shares subject to possible redemption | $ 323,911,642 | $ 319,216,340 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Net Income Per Ordinary Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Allocation of net income | $ 10,578,125 | $ 6,594,017 |
Common Class A [Member] | ||
Allocation of net income | $ 8,462,500 | $ 5,060,575 |
Weighted average shares outstanding, basic | 31,921,634 | 25,840,755 |
Weighted average shares outstanding, diluted | 31,921,634 | 25,840,755 |
Basic net income per share | $ 0.27 | $ 0.2 |
Diluted net income per share | $ 0.27 | $ 0.2 |
Common Class B [Member] | ||
Allocation of net income | $ 2,115,625 | $ 1,533,442 |
Weighted average shares outstanding, basic | 7,980,409 | 7,830,197 |
Weighted average shares outstanding, diluted | 7,980,409 | 7,830,197 |
Basic net income per share | $ 0.27 | $ 0.2 |
Diluted net income per share | $ 0.27 | $ 0.2 |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal depository insurance coverage | $ 250,000 | |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets Held-in-trust | $ 323,911,642 | $ 319,232,602 |
Warrant [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share | 12,640,544 | 12,640,544 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | Apr. 14, 2021 | Mar. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Initial Public Offering Disclosure [Line Items] | ||||
Sale of stock number of shares issued In transaction | 30,000,000 | |||
Sale of stock price per share | $ 10 | |||
Share price | 10 | |||
Temporary equity shares outstanding | 31,921,634 | |||
Class A Ordinary Shares [Member] | ||||
Initial Public Offering Disclosure [Line Items] | ||||
Share price | $ 11.5 | |||
Temporary equity shares outstanding | 31,921,634 | 31,921,634 | ||
IPO [Member] | ||||
Initial Public Offering Disclosure [Line Items] | ||||
Sale of stock number of shares issued In transaction | 30,000,000 | |||
Sale of stock price per share | $ 10 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering Disclosure [Line Items] | ||||
Sale of stock price per share | $ 10 | |||
Share price | $ 10 | |||
Stock issued during period shares new issues | 1,921,634 |
Private Placements - Additional
Private Placements - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Apr. 14, 2021 | Mar. 18, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | |
Private Placement [Line Items] | ||||
Sale of stock price per share | $ 10 | |||
Number of trading days | 30 days | |||
Sale of stock number of shares issued In transaction | 30,000,000 | |||
Private Placement Warrants [Member] | ||||
Private Placement [Line Items] | ||||
Sale of stock price per share | $ 1.5 | |||
Proceeds from issuance of private placement | $ 9,000,000 | |||
Sale of stock number of shares issued In transaction | 6,000,000 | |||
Private Placement Warrants [Member] | Sponsor [Member] | ||||
Private Placement [Line Items] | ||||
Sale of stock price per share | $ 1.5 | |||
Class of warrant or right stock issued during period shares | 256,218 | |||
Class of warrants or rights warrants issued during the period value | $ 384,327 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||||
Mar. 16, 2023 | Aug. 25, 2022 | May 02, 2021 | Apr. 14, 2021 | Jan. 13, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 11, 2022 | Mar. 18, 2021 | |
Related Party Transaction [Line Items] | |||||||||
Share price | $ 10 | ||||||||
Promissory note borrowed amount | $ 235,000 | $ 115,000 | |||||||
Common Stock, Shares, Subject to Forfeiture | 644,591 | ||||||||
Forfeiter of founder shares | 644,591 | 644,591 | |||||||
Proceeds from promissory note – related party | $ 1,000,000 | 0 | |||||||
Working capital loan | 1,000,000 | ||||||||
Unsecured Debt [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of principal amount of note can be drawn from time to time at the companys option | 50% | ||||||||
Office Space, Secretarial and Administrative Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 120,000 | 115,000 | |||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | $ 10 | ||||||||
Stock issued during period shares new issues | 1,921,634 | ||||||||
Sponsor [Member] | Reimbursement of Salaries and Other Services [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related Party Transaction, Amounts of Transaction | 549,198 | 736,053 | |||||||
Sponsor [Member] | Commercial Paper [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory note face amount | $ 300,000 | ||||||||
Promissory note interest rate | 0% | ||||||||
Promissory note borrowed amount | 0 | 0 | |||||||
Working Capital Loans [Member] | Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt instrument convertible carrying amount of equity component | $ 1,500,000 | ||||||||
Working capital loans convertible price per share | $ 1.5 | ||||||||
Sponsor Or An Affiliate Of The Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses paid per month | $ 10,000 | ||||||||
Related Party Transaction, Amounts of Transaction | $ 851,053 | ||||||||
Mike Dinsdale [Member] | Unsecured Debt [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory note face amount | $ 500,000 | ||||||||
Proceeds from promissory note – related party | 500,000 | ||||||||
Minimum withdrawal limit of unused borrowing capacity, amount | $ 50,000 | ||||||||
Ursula Burns [Member] | Unsecured Debt [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Working capital loans convertible price per share | 1.5 | ||||||||
Minimum withdrawal limit of unused borrowing capacity, amount | $ 50,000 | ||||||||
Kanishka Roy [Member] | Commercial Paper [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Promissory note face amount | $ 250,000 | ||||||||
Proceeds from promissory note – related party | $ 250,000 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Founder shares lock in period | 1 year | ||||||||
Number of consecutive trading days determining founder shares lock in period | 20 days | ||||||||
Number of trading days determining founder shares lock in period | 30 days | ||||||||
Threshold number of days determining founder shares lock in period | 150 days | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Share price | $ 11.5 | ||||||||
Class A Ordinary Shares [Member] | Share Price Equals Or Exceeds 12 USD [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share price | 12 | ||||||||
Class B Ordinary Shares [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||
Founder shares subject to forfeiture | 1,125,000 | ||||||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Offering costs paid by sponsor in consideration | $ 25,000 | ||||||||
Offering costs paid by sponsor in consideration per value | $ 0.003 | ||||||||
Stock issued | 8,625,000 | ||||||||
Common stock par value | $ 0.0001 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Mar. 18, 2021 | |
Class of Warrant or Right [Line Items] | ||
Number of days after the closing of the initial business combination to file with the SEC | 20 days | |
Number of days after the closing of the initial business combination for registration statement to be effective | 60 days | |
Share price | $ 10 | |
Percentage proceeds from issuances to total equity proceeds. | 60% | |
Class A Ordinary Shares [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of days determining fair market value of the Class A ordinary shares | 10 days | |
Share price | $ 11.5 | |
Class A Ordinary Shares [Member] | Share Price Equals Or Exceeds 18 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 18 | |
Share issued price per share | 18 | |
Class A Ordinary Shares [Member] | Share Price Equals Or Exceeds 10 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | 10 | |
Class A Ordinary Shares [Member] | Share Price Less Than 18 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | 18 | |
Class A Ordinary Shares [Member] | Share Price Less Than 9.20 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | 9.2 | |
Share issued price per share | $ 9.2 | |
Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants expiration | 5 years | |
Warrant redemption price | $ 0.1 | |
Period for notice of redemption | 30 days | |
Number of days determining warrants exercise price | 20 days | |
Warrant [Member] | Share Price Equals Or Exceeds 10 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of consecutive trading days determining warrant redemption | 20 days | |
Warrant [Member] | Share Price Less Than 18 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption price adjustment percentage | 180% | |
Warrant [Member] | Share Price Less Than 9.20 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right redemption price adjustment percentage | 115% | |
Warrant [Member] | Class A Ordinary Shares [Member] | ||
Class of Warrant or Right [Line Items] | ||
Effective day for registration statement to be effective | 60 days | |
Securities called by each warrant | 0.361 | |
Public Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants exercise price | $ 11.5 | |
Number days after the initial Business Combination determining Warrants exercisable | 30 days | |
Warrant redemption price | $ 0.01 | |
Period for notice of redemption | 30 days | |
Number of consecutive trading days determining warrant redemption | 30 days | |
Number of trading days determining warrant redemption | 20 days | |
Private Placement Warrants [Member] | Share Price Equals Or Exceeds 10 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of trading days determining warrant redemption | 30 days | |
Private Placement Warrants [Member] | Share Price Less Than 18 USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of consecutive trading days determining warrant redemption | 20 days | |
Number of trading days determining warrant redemption | 30 days |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Summary of Fair Values of Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Investments held in Trust Account | $ 323,911,642 | $ 319,232,602 |
Sponsor Loan Conversion Option [Member] | ||
Liabilities | ||
Conversion Option | 0 | |
Money Market Funds [Member] | ||
Assets | ||
Investments held in Trust Account | 323,900,000 | 319,200,000 |
Fair Value, Recurring [Member] | ||
Liabilities | ||
Fair value, net asset (liability) | 379,216 | 9,352,739 |
Fair Value, Recurring [Member] | Sponsor Loan Conversion Option [Member] | ||
Liabilities | ||
Conversion Option | 0 | |
Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Assets | ||
Investments held in Trust Account | 323,911,642 | 319,232,602 |
Fair Value, Recurring [Member] | Public warrant liability [Member] | ||
Liabilities | ||
Warrants liabilities | 191,529 | 4,723,763 |
Fair Value, Recurring [Member] | Private warrant liability [Member] | ||
Liabilities | ||
Warrants liabilities | 187,687 | 4,628,976 |
Level 1 [Member] | Fair Value, Recurring [Member] | ||
Liabilities | ||
Fair value, net asset (liability) | 191,529 | 4,723,763 |
Level 1 [Member] | Fair Value, Recurring [Member] | Sponsor Loan Conversion Option [Member] | ||
Liabilities | ||
Conversion Option | 0 | |
Level 1 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Assets | ||
Investments held in Trust Account | 323,911,642 | 319,232,602 |
Level 1 [Member] | Fair Value, Recurring [Member] | Public warrant liability [Member] | ||
Liabilities | ||
Warrants liabilities | 191,529 | 4,723,763 |
Level 1 [Member] | Fair Value, Recurring [Member] | Private warrant liability [Member] | ||
Liabilities | ||
Warrants liabilities | 0 | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | ||
Liabilities | ||
Fair value, net asset (liability) | 187,687 | 4,628,976 |
Level 2 [Member] | Fair Value, Recurring [Member] | Sponsor Loan Conversion Option [Member] | ||
Liabilities | ||
Conversion Option | 0 | |
Level 2 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Assets | ||
Investments held in Trust Account | 0 | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | Public warrant liability [Member] | ||
Liabilities | ||
Warrants liabilities | 0 | 0 |
Level 2 [Member] | Fair Value, Recurring [Member] | Private warrant liability [Member] | ||
Liabilities | ||
Warrants liabilities | 187,687 | 4,628,976 |
Level 3 [Member] | Fair Value, Recurring [Member] | ||
Liabilities | ||
Fair value, net asset (liability) | 0 | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Sponsor Loan Conversion Option [Member] | ||
Liabilities | ||
Conversion Option | 0 | |
Level 3 [Member] | Fair Value, Recurring [Member] | Money Market Funds [Member] | ||
Assets | ||
Investments held in Trust Account | 0 | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Public warrant liability [Member] | ||
Liabilities | ||
Warrants liabilities | 0 | 0 |
Level 3 [Member] | Fair Value, Recurring [Member] | Private warrant liability [Member] | ||
Liabilities | ||
Warrants liabilities | $ 0 | $ 0 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Summary of Reconciliation of Changes in Fair Value (Detail) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value | $ (4,181,839) |
Private Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Reclassification | (7,405,819) |
Public Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Change in fair value | (7,257,213) |
Warrant Liability [Member] | Level 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at January 11, 2021 | 0 |
Fair Value at December 31, 2021 | 0 |
Warrant Liability [Member] | Level 3 [Member] | IPO [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance due to IPO at March 18, 2021 | 17,640,000 |
Warrant Liability [Member] | Level 3 [Member] | Over-Allotment Option [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance due to IPO at March 18, 2021 | 890,357 |
Issuance of over-allotment option | 1,170,000 |
Partial exercise of over-allotment option | (288,245) |
Expiration of over-allotment option | $ (567,241) |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments in the company's trust account | $ 323,911,642 | $ 319,232,602 |
Overallotment liability | 0 | |
Sponsor Loan Conversion Option [Member] | ||
Debt instrument fair value | $ 0 | |
Minimum [Member] | Short Term Investment [Member] | ||
Investments maturity period | 3 months | |
Maximum [Member] | Short Term Investment [Member] | ||
Investments maturity period | 1 year | |
Money Market Funds [Member] | ||
Investments in the company's trust account | $ 323,900,000 | $ 319,200,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Apr. 14, 2021 | Mar. 18, 2021 | Dec. 31, 2022 | |
Deferred underwriting commissions payable | $ 11,172,572 | ||
IPO [Member] | |||
Underwriters fee paid | $ 6,000,000 | ||
Payments for Underwriting Expense | $ 6,000,000 | ||
Over-Allotment Option [Member] | |||
Stock Issued | 1,921,634 | ||
Stock issued during period shares new issues | 1,921,634 | ||
Underwriters [Member] | Over-Allotment Option [Member] | |||
Over-allotments option vesting period | 45 days | ||
Stock Issued | 4,500,000 | ||
Underwriters fee paid | $ 384,327 | ||
Stock issued during period shares new issues | 4,500,000 | ||
Payments for Underwriting Expense | $ 384,327 | ||
Class A Ordinary Shares [Member] | Private Placement Warrants [Member] | |||
Effective days of lock-up period | 30 days |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
May 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 18, 2021 | |
Preference shares authorized | 1,000,000 | 1,000,000 | ||
Preference shares par value | $ 0.0001 | $ 0.0001 | ||
Preference shares issued | 0 | 0 | ||
Preference shares outstanding | 0 | 0 | ||
Common stock shares subject to possible redemption | 31,921,634 | |||
Common stock voting rights | Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. | |||
Conversion basis | one-to-one | |||
Founder Shares Forfeited Shares | 644,591 | 644,591 | ||
IPO [Member] | ||||
Common stock par or stated value per share | $ 0.0001 | |||
Ordinary Shares [Member] | IPO [Member] | ||||
Percentage owned by initial shareholders on the issued and outstanding ordinary shares after the IPO | 20% | |||
Class A Ordinary Shares [Member] | ||||
Common stock shares authorized | 500,000,000 | 500,000,000 | ||
Common stock shares outstanding | 0 | 0 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock shares subject to possible redemption | 31,921,634 | 31,921,634 | ||
Common stock shares issued | 0 | 0 | ||
Class A Ordinary Shares [Member] | Fouder Shares [Member] | ||||
Percentage of conversion | 20% | |||
Class B Ordinary Shares [Member] | ||||
Common stock shares authorized | 50,000,000 | 50,000,000 | ||
Common stock shares outstanding | 7,980,409 | 7,980,409 | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Common stock voting rights | one | |||
Common stock shares issued | 7,980,409 | 7,980,409 | ||
Common stock consideration for shares subject to forfeiture | $ 0 | |||
Class B Ordinary Shares [Member] | Ordinary Shares [Member] | ||||
Founder Shares Forfeited Shares | (644,591) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Mar. 16, 2023 | Mar. 15, 2023 | Jan. 16, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 24, 2023 | |
Subsequent Event [Line Items] | ||||||
Proceeds from promissory note | $ 1,000,000 | $ 0 | ||||
Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Redemption price per share | $ 10.15 | $ 10 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Deferred underwriting discount waived | $ 11,172,572 | |||||
Net tangible assets | $ 5,000,001 | |||||
Subsequent Event [Member] | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares Redeemed | 26,693,416 | |||||
Redemption price per share | $ 10.23 | |||||
Aggregate redemption amount | $ 273,112,311.62 | |||||
Subsequent Event [Member] | Subscription Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Amount deposit in to trust account | $ 480,000 | |||||
Maximum deposit to trust account for each monthly extension | $ 160,000 | |||||
Maximum threshold reimbursement of attorney fees by sponsor | $ 5,000 | |||||
Subsequent Event [Member] | Subscription Agreement [Member] | Common Class A [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Amount deposit in to trust account per share value | $ 0.12 | |||||
Common stock par or stated value per share | 0.0001 | |||||
Maximum deposit to trust account for each monthly extension per share | $ 0.04 | |||||
Subscription shares description of shares transfer Criteria | 0.75 of a Class A ordinary share for each dollar | |||||
Business combination event description of shares allotment criteria to investors | 1 Class A ordinary share for each $10 of the Capital Calls | |||||
Subsequent Event [Member] | Kanishka Roy [Member] | Commercial Paper [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, face amount | $ 250,000 | |||||
Proceeds from promissory note | 250,000 | |||||
Subsequent Event [Member] | Sponsor [Member] | Subscription Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Monetary value of common stock allocated to investors | $ 1,500,000 |