Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | BYTE ACQUISITION CORP. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001842566 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | E9 | |
Entity File Number | 001-40222 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 445 Park Avenue | |
Entity Address, Address Line Two | 9th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (917) | |
Local Phone Number | 969-9250 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | ||
Document Information Line Items | ||
Trading Symbol | BYTSU | |
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares included as part of the units | ||
Document Information Line Items | ||
Trading Symbol | BYTS | |
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | |
Security Exchange Name | NASDAQ | |
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 | ||
Document Information Line Items | ||
Trading Symbol | BYTSW | |
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 $11.50 | |
Security Exchange Name | NASDAQ | |
Class A Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 10,959,907 | |
Class B Ordinary Shares | ||
Document Information Line Items | ||
Entity Common Stock, Shares Outstanding | 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 18,752 | $ 1,054,581 |
Prepaid expenses | 20,190 | 133,091 |
Total current assets | 38,942 | 1,187,672 |
Non-current assets: | ||
Cash and investments held in Trust Account | 25,254,705 | 328,226,432 |
Total non-current assets | 25,254,705 | 328,226,432 |
Total Assets | 25,293,647 | 329,414,104 |
Current liabilities: | ||
Accounts payable | 184,322 | 83,999 |
Accrued expenses | 2,454,277 | 349,835 |
Non-redemption agreement liability | 250,243 | |
Total current liabilities | 3,067,059 | 433,834 |
Redemption payable | 5,587,383 | |
Deferred underwriting commissions | 11,329,238 | 11,329,238 |
Derivative warrant liabilities | 3,840,914 | 1,336,050 |
Total liabilities | 23,824,594 | 13,099,122 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption at $10.65 and $10.14 per share, $0.0001 par value; 1,837,593 and 32,369,251 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 19,567,322 | 328,126,432 |
Shareholders’ Deficit: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (18,099,181) | (11,812,362) |
Total shareholders’ deficit | (18,098,269) | (11,811,450) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit: | 25,293,647 | 329,414,104 |
Class A Ordinary Shares | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption at $10.65 and $10.14 per share, $0.0001 par value; 1,837,593 and 32,369,251 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 19,567,322 | 328,126,432 |
Shareholders’ Deficit: | ||
ordinary shares | 912 | 103 |
Class B Ordinary Shares | ||
Shareholders’ Deficit: | ||
ordinary shares | 809 | |
Related Party | ||
Current liabilities: | ||
Advance from related party | 140,560 | |
Non-redemption agreement liability - related party | $ 37,657 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | ||
Preference shares, shares outstanding | ||
Class A Ordinary Shares | ||
Subject to possible redemption per share (in Dollars per share) | $ 10.65 | $ 10.14 |
Subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption shares issued | 1,837,593 | 32,369,251 |
Ordinary shares subject to possible redemption shares outstanding | 1,837,593 | 32,369,251 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, issued | 9,122,313 | 1,030,000 |
Ordinary shares, outstanding | 9,122,313 | 1,030,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, issued | 1 | 8,092,313 |
Ordinary shares, outstanding | 1 | 8,092,313 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
General and administrative expenses | $ 766,831 | $ 238,259 | $ 3,289,510 | $ 814,975 |
Loss from operations | (796,831) | (268,259) | (3,379,510) | (904,975) |
Change in fair value of derivative warrant liabilities | (1,001,978) | 333,960 | (2,504,864) | 7,685,810 |
Interest income – bank | 1,993 | 17,445 | ||
Income from investments held in Trust Account | 307,275 | 1,445,135 | 3,720,218 | 1,899,910 |
Net (loss) income | $ (1,489,541) | $ 1,510,836 | $ (2,146,711) | $ 8,680,745 |
Class A Ordinary Shares | ||||
Weighted average shares outstanding (in Shares) | 2,317,511 | 32,369,251 | 10,591,230 | 32,369,251 |
Basic net (loss) income per share, non-redeemable Class A ordinary shares and Class B ordinary share (in Dollars per share) | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Basic net (loss) income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Non-Redeemable Ordinary Shares | ||||
Weighted average shares outstanding (in Shares) | 9,122,314 | 9,122,313 | 9,122,313 | 9,122,313 |
Basic net (loss) income per share, non-redeemable Class A ordinary shares and Class B ordinary share (in Dollars per share) | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Basic net (loss) income per share, Class A ordinary shares subject to possible redemption (in Dollars per share) | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Related party | ||||
General and administrative expenses | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Ordinary Shares | ||||
Diluted net income per share, ordinary shares subject to possible redemption | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Diluted net income per share, Class A ordinary shares and Class B ordinary shares | (0.13) | 0.04 | (0.11) | 0.21 |
Non-Redeemable Ordinary Shares | ||||
Diluted net income per share, ordinary shares subject to possible redemption | (0.13) | 0.04 | (0.11) | 0.21 |
Diluted net income per share, Class A ordinary shares and Class B ordinary shares | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Change in Shareholders’ Deficit (Unaudited) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 103 | $ 809 | $ (18,009,404) | $ (18,008,492) | |
Balance (in Shares) at Dec. 31, 2021 | 1,030,000 | 8,092,313 | |||
Net income (loss) | 5,255,353 | 5,255,353 | |||
Balance at Mar. 31, 2022 | $ 103 | $ 809 | (12,754,051) | (12,753,139) | |
Balance (in Shares) at Mar. 31, 2022 | 1,030,000 | 8,092,313 | |||
Balance at Dec. 31, 2021 | $ 103 | $ 809 | (18,009,404) | (18,008,492) | |
Balance (in Shares) at Dec. 31, 2021 | 1,030,000 | 8,092,313 | |||
Net income (loss) | 8,680,745 | ||||
Balance at Sep. 30, 2022 | $ 103 | $ 809 | (11,153,038) | (11,152,126) | |
Balance (in Shares) at Sep. 30, 2022 | 1,030,000 | 8,092,313 | |||
Balance at Mar. 31, 2022 | $ 103 | $ 809 | (12,754,051) | (12,753,139) | |
Balance (in Shares) at Mar. 31, 2022 | 1,030,000 | 8,092,313 | |||
Net income (loss) | 1,914,556 | 1,914,556 | |||
Remeasurement of redemption value of Class A ordinary shares subject to redemption | (379,243) | (379,243) | |||
Balance at Jun. 30, 2022 | $ 103 | $ 809 | (11,218,738) | (11,217,826) | |
Balance (in Shares) at Jun. 30, 2022 | 1,030,000 | 8,092,313 | |||
Net income (loss) | 1,510,836 | 1,510,836 | |||
Remeasurement of redemption value of Class A ordinary shares subject to redemption | (1,445,136) | (1,445,136) | |||
Balance at Sep. 30, 2022 | $ 103 | $ 809 | (11,153,038) | (11,152,126) | |
Balance (in Shares) at Sep. 30, 2022 | 1,030,000 | 8,092,313 | |||
Balance at Dec. 31, 2022 | $ 103 | $ 809 | (11,812,362) | (11,811,450) | |
Balance (in Shares) at Dec. 31, 2022 | 1,030,000 | 8,092,313 | |||
Conversion of Class B ordinary shares to Class A ordinary shares | $ 809 | $ (809) | |||
Conversion of Class B ordinary shares to Class A ordinary shares (in Shares) | 8,092,313 | (8,092,313) | |||
Net income (loss) | 1,163,141 | 1,163,141 | |||
Shareholder non-redemption agreement | (396,000) | (396,000) | |||
Accretion for Class A ordinary shares to redemption amount | (2,998,349) | (2,998,349) | |||
Balance at Mar. 31, 2023 | $ 912 | (14,043,570) | (14,042,658) | ||
Balance (in Shares) at Mar. 31, 2023 | 9,122,313 | ||||
Balance at Dec. 31, 2022 | $ 103 | $ 809 | (11,812,362) | (11,811,450) | |
Balance (in Shares) at Dec. 31, 2022 | 1,030,000 | 8,092,313 | |||
Net income (loss) | (2,146,711) | ||||
Balance at Sep. 30, 2023 | $ 912 | (18,099,181) | (18,098,269) | ||
Balance (in Shares) at Sep. 30, 2023 | 9,122,313 | 1 | |||
Balance at Mar. 31, 2023 | $ 912 | (14,043,570) | (14,042,658) | ||
Balance (in Shares) at Mar. 31, 2023 | 9,122,313 | ||||
Issuance of Class B ordinary shares | 10 | 10 | |||
Issuance of Class B ordinary shares (in Shares) | 1 | ||||
Net income (loss) | (1,820,311) | (1,820,311) | |||
Accretion for Class A ordinary shares to redemption amount | (10) | (414,584) | (414,594) | ||
Balance at Jun. 30, 2023 | $ 912 | (16,278,465) | (16,277,553) | ||
Balance (in Shares) at Jun. 30, 2023 | 9,122,313 | 1 | |||
Net income (loss) | (1,489,541) | (1,489,541) | |||
Change in shareholder non-redemption agreement liability | 13,757,000,000 | 13,757,000,000 | |||
Related party non-redemption agreement liability | (37,657,000,000) | (37,657,000,000) | |||
Accretion for Class A ordinary shares to redemption amount | (307,275) | (307,275) | |||
Balance at Sep. 30, 2023 | $ 912 | $ (18,099,181) | $ (18,098,269) | ||
Balance (in Shares) at Sep. 30, 2023 | 9,122,313 | 1 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (2,146,711) | $ 8,680,745 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | 2,504,864 | (7,685,810) |
Income from investments held in Trust Account | (3,720,218) | (1,899,910) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 112,901 | 411,750 |
Accounts payable | 100,323 | (20,974) |
Accrued expenses | 2,104,442 | 42,343 |
Net cash used in operating activities | (1,044,399) | (471,856) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account in connection with redemption | 306,691,945 | |
Net cash provided by investing activities | 306,691,945 | |
Cash Flows from Financing Activities: | ||
Non-redemption agreement liability | (132,000) | |
Issuance of Class B ordinary share | 10 | |
Advances from related party | 140,560 | |
Redemption of common stock | (306,691,945) | |
Net cash used in financing activities | (306,683,375) | |
Net change in cash | (1,035,829) | (471,856) |
Cash - beginning of the period | 1,054,581 | 1,663,104 |
Cash - end of the period | 18,752 | 1,191,248 |
Supplemental disclosure of noncash investing and financing activities: | ||
Remeasurement on Class A ordinary shares subject to possible redemption | 3,720,218 | 1,824,379 |
Shareholder non-redemption agreement liability | 382,243 | |
Related party non-redemption agreement liability | 37,657 | |
Redemption payable | $ 5,587,383 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations BYTE Acquisition Corp. (“Byte”) is a blank check company incorporated as a Cayman Islands exempted company on January 8, 2021. Byte was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“initial business combination”). Byte is an early stage and emerging growth company and, as such, Byte is subject to all of the risks associated with early stage and emerging growth companies. Byte has one wholly owned subsidiary, BYTE Merger Sub, Inc., a Washington corporation, which was formed on June 9, 2023. Byte and its subsidiary are collectively referred to as “the Company”. On June 27, 2023, the Company entered into a merger agreement with Airship AI Holdings, Inc., a Washington corporation, for the purpose to consummate a business combination (the “Business Combination”). On September 22, 2023, the Company, Airship AI Holdings, Inc., and BYTE Merger Sub, Inc entered into an amendment to the merger agreement to extend the last date for the Company to consummate an initial business combination from December 26, 2023 to the latest of (a) September 25, 2023, (b) if the Extension Proposal (as defined in the Merger Agreement) is approved, March 26, 2024 and (C) if one or more extensions to a date following March 26, 2024 with Airship AI Holdings, Inc.’s approval is obtained at the election of the Company, with the Company’s shareholder vote, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, the last date for the Company to consummate the Business Combination pursuant to such extensions (see Note 6.). As of September 30, 2023, the Company had not yet commenced operations. All activity for the period from January 8, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest. The Company generates non-operating income in the form of interest and other income on investments of the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring underwriting fees and other offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions (see Note 6). The underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On April 7, 2021, the underwriter exercised the over-allotment option in part and purchased an additional 2,369,251 Units (the “Over-Allotment Units”), generating gross proceeds of $23,692,510. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,030,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $10.3 million (see Note 4). Upon the closing of the Initial Public Offering, sale of the Over-Allotment Units and closing of the Private Placement, $323.7 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering, the Over-Allotment Units and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by Byte, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account to Byte’s shareholders. To mitigate the risk of Byte being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on February 10, 2023, Byte instructed Continental Stock Transfer & Trust Company to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing an initial business combination. The Company must complete its initial business combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post-business combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect an initial business combination. The Company will provide holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially anticipated to be $10.00 per share), calculated as of two business days prior to the completion of an initial business combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants. The Class A ordinary shares were recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). If the Company seeks shareholder approval, the Company will complete an initial business combination only if it receives an ordinary resolution under Cayman Islands law approving the initial business combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing an initial business combination. If the Company seeks shareholder approval in connection with an initial business combination, the Sponsor agreed to vote its Founder Shares (as defined in Note 5), the Class A ordinary shares underlying the Private Placement Units (the “Private Placement Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving an initial business combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve an initial business combination. Each Public Shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed initial business combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of an initial business combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of an initial business combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an initial business combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete an initial business combination. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an initial business combination. The Company initially had until March 23, 2023 to consummate an initial business combination. On March 16, 2023, the Company held an extraordinary general meeting (the “March EGM”). In the March EGM, the Company’s shareholders approved amendments to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must complete an initial business combination from March 23, 2023 to September 25, 2023 and to provide for the right of a holder of the Company’s Class B ordinary shares to convert into Class A ordinary shares on a one-for-one basis prior to the closing of an initial business combination. In connection with the March EGM, shareholders holding an aggregate of 30,006,034 of the Company’s Class A ordinary shares exercised their right to redeem their shares for approximately $10.20 per share, or an aggregate total of $306,106,987, of the funds held in the Company’s Trust Account, leaving approximately $24.1 million in the Company’s Trust Account after such redemption. Subsequently, it was determined that the redemption value per share was approximately $10.22 per share, or an aggregate total of $306,691,945, of the funds held in the Company’s Trust Account resulting in a secondary distribution to the redeeming shareholders of approximately $0.02 per share, or an aggregate total of $584,958. On September 22, 2023, the Company held an extraordinary general meeting of shareholders in lieu of annual general meeting (the “September EGM”). At the September EGM, the Company’s shareholders approved amendments to the Company’s Amended and Restated Memorandum and Articles of Association to (i) extend the date by which the Company must complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses from September 25, 2023 to December 26, 2023 and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors, to elect to further extend by three months, until March 25, 2024, unless the closing of a business combination should have occurred prior thereto (ii) eliminate (a) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (b) the limitation that the Company shall not consummate an initial business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such initial business combination and (iii) re-elect Louis Lebedin as a Class I director of the Company’s board of directors until the general meeting of the Company to be held in 2026 or until his successor is appointed and qualified. In connection with the September EGM, shareholders holding an aggregate of 525,624 of the Company’s Class A ordinary shares exercised their right to redeem their shares for approximately $10.63 per share of the funds held in the Company’s Trust Account. The Company will have until December 26, 2023 to complete an initial business combination or the Company may, without shareholder approval, elect to further extend such deadline by three months until March 25, 2024 (such period, as it may be extended, “Combination Period”). If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company completes the Business Combination with Airship AI Holdings, Inc. or in the event the Company does not complete an initial business combination within the Combination Period and, in either event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. The Sponsor agreed to indemnify and hold harmless the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity, Capital Resources and Going Concern Consideration As of September 30, 2023, the Company had approximately $19,000 in its operating bank account and working capital deficit of approximately $3.0 million. The Company’s liquidity needs through the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $149,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 25, 2021. In addition, in order to finance transaction costs in connection with an initial business combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” management has determined that the liquidity conditions and the mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The condensed consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of September 30, 2023 or December 31, 2022. Cash and Investments Held in Trust Account The funds in the Trust Account were, from the Company’s Initial Public Offering through February 10, 2023, held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on February 10, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of the Company’s initial business combination or liquidation. 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, and investments held in the Trust Account. At September 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued as part of the Units sold in connection with the Company’s Initial Public Offering (the “Public Warrants”) (including sale of the Over-Allotment Units) and the Private Placement Warrants (as defined in Note 4) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The initial estimated fair value of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the Public Warrants is based on the listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using a Monte Carlo simulation with the key inputs being directly or indirectly observable from the Public Warrants listed price. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 1,837,593 and 32,369,251, respectively, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering (including sale of the Over-Allotment Units), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 or December 31, 2022. 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 an exempted Cayman Islands Company 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 period 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 (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net (loss) income per ordinary shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 16,699,626 ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023 and 2022. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net (loss) income per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of ordinary shares: For The Three Months Ended September 30, 2023 2022 Class A Class A Class A Class A Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (301,755 ) $ (1,187,786 ) $ 1,178,664 $ 332,172 Denominator: Basic and diluted weighted average ordinary shares outstanding 2,317,511 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.13 ) $ (0.13 ) $ 0.04 $ 0.04 For The Nine Months Ended September 30, 2023 2022 Class A Class A Class A Class A Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (1,153,335 ) $ (993,376 ) $ 6,772,201 $ 1,908,544 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,591,230 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.11 ) $ (0.11 ) $ 0.21 $ 0.21 Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have an impact on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring underwriting fees and other offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions. On April 7, 2021, the underwriters exercised the over-allotment option in part and purchased the Over-Allotment Units, generating gross proceeds of $23,692,510, and 532,687 Founder Shares (as defined below) were subsequently forfeited by the Sponsor. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 9). |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,030,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $10.3 million. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an initial business combination within the Combination Period, the private placement warrants underlying the Private Placement Units (the “Private Placement Warrants”) will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares On January 22, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the number of Founder Shares would collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (excluding the Private Placement Shares). On April 7, 2021, the underwriter exercised its over-allotment option in part, and 532,687 Founder Shares were subsequently forfeited by the Sponsor. The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of an initial business combination; and (B) subsequent to an initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after a initial business combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Effective as of March 27, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association, the Sponsor elected to convert each outstanding Class B ordinary share held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. On June 26, 2023, the Company issued one Class B ordinary share for no consideration to assist with administrative function. Promissory Note – Related Party On January 22, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could have borrowed up to an aggregate principal amount of $251,000 (the “Note”). The Note was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $149,000 under the Note and fully repaid the Note on March 25, 2021. Related Party Loans In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of an initial business combination into private placement-equivalent units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Advances from Related Party As of September 30, 2023 and December 31, 2022, the Sponsor advanced $140,560 and $0 Administrative Services Agreement The Company entered into an agreement that provides that, commencing on effective date of the Initial Public Offering, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of an initial business combination or its liquidation, the Company will cease paying these monthly fees. During the three months ended September 30, 2023 and 2022, the Company incurred $30,000 of such fees, reported as general and administrative expenses - related party in the accompanying consolidated statements of operations. During the nine months ended September 30, 2023 and 2022, the Company incurred $90,000 of such fees, reported as general and administrative expenses - related party in the accompanying consolidated statements of operations. On November 30, 2022, the Sponsor assigned the Administrative Services Agreement, to Sagara Group, LLC, which is a company controlled by Samuel Gloor, the Company’s Chief Executive Officer and Chief Financial Officer. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Units (including the underlying securities) and securities that may be issued upon conversion of the Working Capital Loans are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial business combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. On April 7, 2021, the underwriters exercised the over-allotment option in part and purchased the Over-Allotment Units, generating gross proceeds of $23,692,510. The underwriters received a cash underwriting discount of $0.20 per Unit, or $6.5 million in the aggregate, paid upon the closing of the Initial Public Offering and sale of Over-Allotment Units. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $11.3 million in the aggregate. The deferred fee was to become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement. On May 30, 2023, the underwriters waived their entitlement to receive payment of the deferred underwriting commissions of $11,329,238, that was to be paid under the terms of the underwriting agreement, only in the event of closing of a business combination with Airship AI Holdings, Inc. Non-Redemption Agreements On March 8, 2023, the Company entered into two non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of its existing Public Shareholders (the “Non-Redeeming Shareholders”). Pursuant to the two Non-Redemption Agreements, each of the Non-Redeeming Shareholders agreed to (a) not redeem 1,000,000 Public Shares held by each party on the date of the Non-Redemption Agreements in connection with the vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial business combination from March 23, 2023 to September 25, 2023 and (b) vote their Public Shares in favor of the Extension presented by the Company for approval by its shareholders. In connection with the foregoing, the Company agreed to pay to each Non-Redeeming Shareholder $0.033 per Share in cash. The value of the shareholder Non-Redemption Agreements of $396,000 was determined to be an issuance cost in accordance with Staff Accounting Bulletin Topic 5A and as such recorded to accumulated deficit as of the date the agreements were executed. One of the Non-Redeeming Shareholders sold Class A ordinary shares prior to September 25, 2023, resulting in a $20,144 reduction in the shareholder non-redemption agreement liability. As of September 30, 2023, the total outstanding shareholder non-redemption agreement liability is $250,243 which is included in the condensed consolidated balance sheets. There was no outstanding shareholder non-redemption agreement liability as of December 31, 2022. On September 14, 2023, the Company entered into an amendment to the Non-Redemption Agreement previously entered into on March 8, 2023 with the Non-Redeeming Shareholder holding 1,000,000 Public Shares. Pursuant to the amendment to the Non-Redemption Agreement, the Non-Redeeming Shareholder agreed to (a) not redeem any Public Shares held by it on the date of the Non-Redemption Agreement in connection with the vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to further extend the date by which the Company has to consummate an initial business combination from September 25, 2023 to December 26, 2023 (the “Extended Date”) and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors, to elect to further extend such date by three months until March 26, 2024 (the “Extension” and such additional extended date, the “Additional Extended Date”) and (b) vote all of its Public Shares in favor of the Extension presented by the Company for approval by its shareholders. In connection with the foregoing, the Company agreed to extend its obligation to pay to the Non-Redeeming Shareholder $0.033 per share in cash per month through the Extended Date and Additional Extended Date, if applicable. The value of the amendment to the shareholder Non-Redemption Agreements was $6,387 as of September 30, 2023 and was determined to be an issuance cost in accordance with Staff Accounting Bulletin Topic 5A and as such recorded to accumulated deficit as of the date the agreements were executed. On August 1, 2023, the Company entered into a Non-Redemption Agreement with a Non-Redeeming Shareholder holding Class A ordinary shares, pursuant to which the Non-Redeeming Shareholder agreed not to redeem $1 million in aggregate value of Class A ordinary shares held by it on the date of the Non-Redemption Agreement in connection with the Merger Agreement. Non-Redemption Agreement – Related Party On August 1, 2023, the Company entered into a non-redemption agreement (“August Non-Redemption Agreement”) with the Sponsor. Pursuant to the August Non-Redemption Agreement, Sponsor agreed to acquire from shareholders of the Company $6 million in aggregate value of the Company’s Class A ordinary shares, either in the open market or through privately negotiated transactions, at a price no higher than the redemption price per share payable to Public Shareholders who exercise redemption rights with respect to their Class A ordinary shares, prior to the closing date of the Business Combination, to waive its redemption rights and hold the Class A ordinary shares through the closing date of the Business Combination, and to abstain from voting and not vote the Class A ordinary shares in favor of or against the Business Combination. As consideration for the August Non-Redemption Agreement, the Company agreed to pay the Sponsor $0.033 per Class A ordinary shares per month, which will begin accruing on the date that is three days after the date of the August Non-Redemption Agreement and terminate on the earlier of the closing date of the Business Combination, the termination of the Merger Agreement, or the Outside Closing Date (as defined in the Merger Agreement). As a result, the Sponsor acquired an aggregate of 570,555 Class A ordinary shares. As of September 30, 2023, the total outstanding shareholder non-redemption agreement liability – related party is $37,657 which is included in the condensed consolidated balance sheets. There was no outstanding shareholder non-redemption agreement liability– related party as of December 31, 2022. Merger Agreement On June 27, 2023, the Company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing Date (as defined below)), entered into a merger agreement, by and among the Company, BYTE Merger Sub Inc, (“Merger Sub”), and Airship AI Holdings, Inc., a Washington corporation (“Airship AI”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). On September 22, 2023, the Company, Airship AI, and Merger Sub entered into an amendment to the Merger Agreement (the “Amendment”). The Amendment amends the Merger Agreement to extend the last date for the Company to consummate the Business Combination (the “Outside Closing Date”) from December 26, 2023 to the latest of (a) September 25, 2023, (b) if the Extension Proposal (as defined in the Merger Agreement) is approved, March 26, 2024 and (C) if one or more extensions to a date following March 26, 2024 with Airship AI Holdings, Inc.’s approval is obtained at the election of the Company, with the Company’s shareholder vote, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, the last date for the Company to the Business Combination pursuant to such extensions. Parent Support Agreement In connection with the execution of the Merger Agreement, Byte entered into a support agreement (the “Parent Support Agreement”) with the Sponsor and Airship AI, pursuant to which the Sponsor agreed to, among other things, vote all of its shares in favor of the various proposals related to the Business Combination and the Merger Agreement and any other matters necessary or reasonably requested by Byte for consummation of the Business Combination. The Sponsor has also agreed (a) to forfeit 1,000,000 Byte Class A ordinary shares owned by the Sponsor on the Closing Date and (b) to contribute up to 2,600,000 Byte Class A ordinary shares owned by the Sponsor to secure the Non-Redemption Agreements and/or the PIPE financing. The Parent Support Agreement also provides that the Sponsor Shares will be subject to a lock-up for a period of 180 days following the Closing. Company Support Agreement In connection with the execution of the Merger Agreement, Byte entered into a support agreement (the “Company Support Agreement”) with Airship AI and certain shareholders of Airship AI (the “Company Supporting Shareholders”), pursuant to which the Company Supporting Shareholders agreed to, among other things, (i) vote to adopt and approve, or to execute a written consent with respect to the approval, within five business days following the date of the effectiveness of the registration statement on Form S-4, the Merger Agreement and all other documents and transactions contemplated thereby, (ii) vote against any alternative proposal or alternative transaction or any proposal relating to an alternative proposal or alternative transaction, (iii) vote against any merger agreement or merger, consolidation, or combination sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company (other than the Merger Agreement and the transactions relating to the Business Combination), (iv) vote against any change in the business (to the extent in violation of the Merger Agreement), management or board of directors of the Company (other than in connection with the Business Combination), and (v) vote against any proposal that would impede the Business Combination or that would result in a breach with respect to any obligation or agreement of the Company or the Company Supporting Shareholders under the Merger Agreement or the Company Support Agreement, in each case, subject to the terms and conditions of the Company Support Agreement |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Balance Sheet [Abstract] | |
Class A Ordinary Shares Subject to Possible Redemption | Note 7 - Class A Ordinary Shares Subject to Possible Redemption The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of September 30, 2023 and December 31, 2022, there were 1,837,593 and 32,369,251 Class A ordinary shares subject to possible redemption and classified outside of permanent equity in the condensed consolidated balance sheets. In connection with the extraordinary general meeting held on March 16, 2023, holders of 30,006,034 of the Company’s Class A ordinary shares exercised their right to redeem for a redemption value totaling $306,691,945. In connection with the extraordinary general meeting held on September 22, 2023, holders of 525,624 of the Company’s Class A ordinary shares exercised their right to redeem for a redemption value totaling $5,587,383, which remains outstanding and payable as of September 30, 2023. The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 is reconciled on the following table: Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units $ 323,692,510 Less: Fair value of Public Warrants at issuance (15,217,550 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,636,964 ) Plus: Initial accretion on Class A ordinary shares subject to possible redemption amount 32,854,514 Remeasurement on Class A ordinary shares subject to possible redemption amount 4,433,922 Class A ordinary shares subject to possible redemption, December 31, 2022 328,126,432 Less: Redemption of Class A ordinary shares (306,691,945 ) Redemption payable (5,587,383 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 3,720,218 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 19,567,322 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Shareholders' Deficit [Abstract] | |
Shareholders' Deficit | Note 8 - Shareholders’ Deficit Preference Shares Class A Ordinary Shares Class B Ordinary Shares Effective as of March 27, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association, the Sponsor elected to convert each outstanding Class B ordinary share held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. On June 26, 2023, the Company issued one Class B ordinary share for no consideration to assist with administrative function. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants [Abstract] | |
Warrants | Note 9 - Warrants As of September 30, 2023 and December 31, 2022, the Company had an aggregate of 16,699,626 warrants outstanding, comprised of 16,184,626 Public Warrants and 515,000 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of an initial business combination. The Public Warrants will expire five years from the completion of an initial business combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”). 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. 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 a price of $0.10 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; ● if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete an initial business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 an initial business combination at an issue price or effective issue price of less than $9.20 per Class A 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 an initial business combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the initial purchasers of the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants are entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 10 - Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. As of September 30, 2023 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 3,722,464 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 118,450 $ — As of December 31, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account – Money market fund $ 328,226,432 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 1,294,770 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 41,280 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in May 2021, when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in May 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price. The initial estimated fair value of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the Public Warrants is based on the listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using a Monte Carlo simulation, with level 2 inputs. For the three months ended September 30, 2023 and 2022, the Company recognized a loss and gain resulting from changes in the fair value of derivative warrant liabilities of approximately $1.0 million and $0.3 million, respectively, which is presented in the accompanying consolidate statements of operations. For the nine months ended September 30, 2023 and 2022, the Company recognized a loss and gain resulting from changes in the fair value of derivative warrant liabilities of approximately $2.5 million and $7.7 million, respectively, which is presented in the accompanying consolidate statements of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events The Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On November 1, 2023, the Company received an additional advance of $224,500 from a related party. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2022, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents held outside the Trust Account as of September 30, 2023 or December 31, 2022. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account The funds in the Trust Account were, from the Company’s Initial Public Offering through February 10, 2023, held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), on February 10, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of the Company’s initial business combination or liquidation. |
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, and investments held in the Trust Account. At September 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These consist of: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued as part of the Units sold in connection with the Company’s Initial Public Offering (the “Public Warrants”) (including sale of the Over-Allotment Units) and the Private Placement Warrants (as defined in Note 4) are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s condensed consolidated statements of operations. The initial estimated fair value of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the Public Warrants is based on the listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using a Monte Carlo simulation with the key inputs being directly or indirectly observable from the Public Warrants listed price. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 1,837,593 and 32,369,251, respectively, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering (including sale of the Over-Allotment Units), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 or December 31, 2022. 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 an exempted Cayman Islands Company 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 period 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 (Loss) Income Per Ordinary Share | Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares subject to possible redemption and non-redeemable Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per ordinary share is calculated by dividing the net (loss) income by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net (loss) income per ordinary shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 16,699,626 ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three and nine months ended September 30, 2023 and 2022. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net (loss) income per share as the redemption value approximates fair value. The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of ordinary shares: For The Three Months Ended September 30, 2023 2022 Class A Class A Class A Class A Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (301,755 ) $ (1,187,786 ) $ 1,178,664 $ 332,172 Denominator: Basic and diluted weighted average ordinary shares outstanding 2,317,511 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.13 ) $ (0.13 ) $ 0.04 $ 0.04 For The Nine Months Ended September 30, 2023 2022 Class A Class A Class A Class A Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (1,153,335 ) $ (993,376 ) $ 6,772,201 $ 1,908,544 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,591,230 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.11 ) $ (0.11 ) $ 0.21 $ 0.21 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have an impact on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net (Loss) Income Per Share of Ordinary Shares | The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of ordinary shares: For The Three Months Ended September 30, 2023 2022 Class A Class A Class A Class A Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (301,755 ) $ (1,187,786 ) $ 1,178,664 $ 332,172 Denominator: Basic and diluted weighted average ordinary shares outstanding 2,317,511 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.13 ) $ (0.13 ) $ 0.04 $ 0.04 For The Nine Months Ended September 30, 2023 2022 Class A Class A Class A Class A Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (1,153,335 ) $ (993,376 ) $ 6,772,201 $ 1,908,544 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,591,230 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.11 ) $ (0.11 ) $ 0.21 $ 0.21 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on Balance Sheet | The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 is reconciled on the following table: Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units $ 323,692,510 Less: Fair value of Public Warrants at issuance (15,217,550 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,636,964 ) Plus: Initial accretion on Class A ordinary shares subject to possible redemption amount 32,854,514 Remeasurement on Class A ordinary shares subject to possible redemption amount 4,433,922 Class A ordinary shares subject to possible redemption, December 31, 2022 328,126,432 Less: Redemption of Class A ordinary shares (306,691,945 ) Redemption payable (5,587,383 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 3,720,218 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 19,567,322 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities that are Measured at Fair value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Significant Significant Liabilities: Derivative warrant liabilities - Public warrants $ 3,722,464 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 118,450 $ — Description Quoted Significant Significant Assets: Investments held in Trust Account – Money market fund $ 328,226,432 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 1,294,770 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 41,280 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 16, 2023 | Apr. 07, 2021 | Sep. 22, 2023 | Mar. 23, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Mar. 08, 2023 | |
Description of Organization and Business Operations [Line Items] | ||||||||
Gross proceeds | $ 323,692,510 | |||||||
Shares price per unit (in Dollars per share) | $ 0.033 | $ 0.033 | ||||||
Net proceeds of sale of the units | $ 323,700,000 | |||||||
Fair market value percentage | 80% | |||||||
Amount held to trust account price per share (in Dollars per share) | $ 10 | |||||||
Aggregate of public shares percentage | 100% | |||||||
Common stock held in trust | $ 306,106,987 | |||||||
Redemption amount | $ 24,100,000 | |||||||
Minimum net tangible assets | $ 5,000,001 | |||||||
Maximum net tangible assets | $ 5,000,001 | |||||||
Redeem outstanding Public Shares | 100% | |||||||
Interest to pay dissolution expenses | $ 100,000 | |||||||
Share price per share (in Dollars per share) | $ 10 | |||||||
Reductions price per share (in Dollars per share) | $ 10 | |||||||
Operating bank account | $ 19,000 | |||||||
Working capital amount | 3,000,000 | |||||||
Receipt from capital contribution | 10 | |||||||
Initial Public Offering [Member] | ||||||||
Description of Organization and Business Operations [Line Items] | ||||||||
Consummated units (in Shares) | 30,000,000 | |||||||
Price per share (in Dollars per share) | $ 10 | |||||||
Gross proceeds | $ 300,000,000 | |||||||
Offering costs | 17,200,000 | |||||||
Deferred underwriting commissions | $ 10,500,000 | |||||||
Receipt from capital contribution | $ 25,000 | |||||||
Over-Allotment [Member] | ||||||||
Description of Organization and Business Operations [Line Items] | ||||||||
Gross proceeds | $ 23,692,510 | |||||||
Purchase of additional share (in Shares) | 2,369,251 | 4,500,000 | 4,500,000 | |||||
Shares price per unit (in Dollars per share) | $ 10 | |||||||
Private Placement [Member] | ||||||||
Description of Organization and Business Operations [Line Items] | ||||||||
Consummated units (in Shares) | 1,030,000 | |||||||
Price per share (in Dollars per share) | $ 10 | |||||||
Gross proceeds | $ 10,300,000 | |||||||
Receipt from capital contribution | $ 149,000 | |||||||
Trust Account [Member] | ||||||||
Description of Organization and Business Operations [Line Items] | ||||||||
Redemption price per share (in Dollars per share) | $ 10.22 | |||||||
Aggregate amount | $ 306,691,945 | |||||||
Minimum [Member] | ||||||||
Description of Organization and Business Operations [Line Items] | ||||||||
Redemption price per share (in Dollars per share) | $ 0.02 | |||||||
Aggregate amount | $ 584,958 | |||||||
Over-Allotment [Member] | ||||||||
Description of Organization and Business Operations [Line Items] | ||||||||
Shares price per unit (in Dollars per share) | $ 10 | |||||||
Class A Ordinary Shares [Member] | ||||||||
Description of Organization and Business Operations [Line Items] | ||||||||
Price per share (in Dollars per share) | 12 | |||||||
Aggregate redeem shares (in Shares) | 30,006,034 | 525,624 | ||||||
Redemption price per share (in Dollars per share) | $ 10.2 | $ 10.63 | ||||||
Aggregate shares (in Shares) | 525,624 | |||||||
Business Combination [Member] | ||||||||
Description of Organization and Business Operations [Line Items] | ||||||||
Percentage of issued and outstanding voting securities | 50% | |||||||
Aggregate of public shares percentage | 15% |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Federal depository insurance coverage amount (in Dollars) | $ 250,000 | |
Diluted income per share | 16,699,626 | |
Class A Ordinary Shares [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Temporary Equity, Shares Outstanding | 1,837,593 | 32,369,251 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share of Ordinary Shares - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A [Member] | ||||
Numerator: | ||||
Allocation of net (loss) income | $ (301,755) | $ 1,178,664 | $ (1,153,335) | $ 6,772,201 |
Denominator: | ||||
Basic weighted average ordinary shares outstanding | 2,317,511 | 32,369,251 | 10,591,230 | 32,369,251 |
Basic net (loss) income per ordinary share | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Class A non-redeemable and Class B [Member] | ||||
Numerator: | ||||
Allocation of net (loss) income | $ (1,187,786) | $ 332,172 | $ (993,376) | $ 1,908,544 |
Denominator: | ||||
Basic weighted average ordinary shares outstanding | 9,122,313 | 9,122,313 | 9,122,313 | 9,122,313 |
Basic net (loss) income per ordinary share | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share of Ordinary Shares (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A [Member] | ||||
Accounting Policies [Line Items] | ||||
Diluted weighted average ordinary shares outstanding | 2,317,511 | 32,369,251 | 10,591,230 | 32,369,251 |
Diluted net income per ordinary share | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Class A non-redeemable and Class B [Member] | ||||
Accounting Policies [Line Items] | ||||
Diluted weighted average ordinary shares outstanding | 9,122,313 | 9,122,313 | 9,122,313 | 9,122,313 |
Diluted net income per ordinary share | $ (0.13) | $ 0.04 | $ (0.11) | $ 0.21 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 07, 2021 | Mar. 23, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Line Items] | ||||
Gross proceeds (in Dollars) | $ 323,692,510 | |||
Shares forfeited | 532,687 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering [Line Items] | ||||
Consummated units | 30,000,000 | |||
Price per share (in Dollars per share) | $ 10 | |||
Gross proceeds (in Dollars) | $ 300,000,000 | |||
Offering costs (in Dollars) | 17,200,000 | |||
Deferred underwriting commissions (in Dollars) | $ 10,500,000 | |||
Number of shares in a unit | 1 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering [Line Items] | ||||
Gross proceeds (in Dollars) | $ 23,692,510 | |||
Public Warrants Member [Member] | Initial Public Offering [Member] | ||||
Initial Public Offering [Line Items] | ||||
Number of Warrants Issued Per Unit | 1 | |||
Number of common stock | 1 | |||
Exercise price (in Dollars per share) | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Private Placement [Line Items] | |
Consummated units | shares | 1,030,000 |
Price per share | $ / shares | $ 10 |
Gross proceeds | $ | $ 10.3 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Apr. 07, 2021 | Jan. 22, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 26, 2023 | Dec. 31, 2022 | Mar. 25, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||
Subject to forfeiture (in Shares) | 1,125,000 | ||||||||
Founder shares outstanding percentage | 20% | ||||||||
Aggregate principal amount | $ 251,000 | ||||||||
Borrowings amount | $ 149,000 | ||||||||
Discretion amount | $ 1,500,000 | $ 1,500,000 | |||||||
Office space, utilities, secretarial and administrative support services expenses | 10,000 | ||||||||
General and administrative expenses | $ 766,831 | $ 238,259 | $ 3,289,510 | $ 814,975 | |||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Founder shares (in Shares) | 532,687 | ||||||||
Private Placement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||
Class B Ordinary Share [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Offering costs | $ 25,000 | ||||||||
Founder shares (in Shares) | 8,625,000 | ||||||||
Shares issued (in Shares) | 1 | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 12 | $ 12 | |||||||
Related Party [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Advance from related party | $ 140,560 | $ 140,560 | |||||||
General and administrative expenses | $ 30,000 | $ 30,000 | $ 90,000 | $ 90,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 25, 2023 | Mar. 08, 2023 | Apr. 07, 2021 | Mar. 23, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 14, 2023 | Aug. 01, 2023 | May 30, 2023 | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Gross proceeds | $ 323,692,510 | |||||||||
Cash underwriting discount per share (in Dollars per share) | $ 0.2 | |||||||||
Cash underwriting discount | $ 6,500,000 | |||||||||
Deferred fee of per unit (in Dollars per share) | $ 0.35 | |||||||||
Aggregate deferred fee | $ 11,300,000 | |||||||||
Deferred underwriting commissions | $ 11,329,238 | 11,329,238 | $ 11,329,238 | |||||||
Public shares held (in Shares) | 1,000,000 | |||||||||
Share price (in Dollars per share) | $ 0.033 | $ 0.033 | ||||||||
Non redemption agreement | $ 396,000 | |||||||||
Non-redemption agreement liability | 250,243 | |||||||||
Public shares (in Shares) | 1,000,000 | |||||||||
Aggregate value | $ 1,000,000 | |||||||||
Non-redemption agreement liability | $ 37,657 | |||||||||
Forfeiture shares (in Shares) | 1,000,000 | |||||||||
Sponsor shares (in Shares) | 2,600,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Purchase additional units (in Shares) | 2,369,251 | 4,500,000 | 4,500,000 | |||||||
Gross proceeds | $ 23,692,510 | |||||||||
Share price (in Dollars per share) | $ 10 | |||||||||
Class A Ordinary Shares [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Non redemption agreement | $ 20,144 | |||||||||
Share acquired (in Shares) | 570,555 | |||||||||
Sponsor [Member] | Class A Ordinary Share [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Aggregate value | $ 6,000,000 | |||||||||
Non-Redemption agreement price per share (in Dollars per share) | $ 0.033 | |||||||||
Bulletin Topic [Member] | ||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||
Non redemption agreement | $ 6,387 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - USD ($) | 1 Months Ended | |||
Mar. 16, 2023 | Sep. 22, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items] | ||||
Ordinary shares subject to possible redemption shares issued | 1,837,593 | 32,369,251 | ||
Ordinary shares subject to possible redemption shares outstanding | 1,837,593 | 32,369,251 | ||
Ordinary shares | 30,006,034 | 525,624 | ||
Ordinary shares exercised (in Dollars) | $ 306,691,945 | |||
Total redemption value (in Dollars) | $ 5,587,383 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on Balance Sheet - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | |
Schedule of class A ordinary shares subject to possible redemption reflected on the balance sheet [Abstract] | ||
Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units | $ 323,692,510 | |
Less: | ||
Fair value of Public Warrants at issuance | (15,217,550) | |
Offering costs allocated to Class A ordinary shares subject to possible redemption | (17,636,964) | |
Plus: | ||
Initial accretion on Class A ordinary shares subject to possible redemption amount | 32,854,514 | |
Remeasurement on Class A ordinary shares subject to possible redemption amount | 4,433,922 | |
Class A ordinary shares subject to possible redemption | $ 328,126,432 | $ 19,567,322 |
Less: | ||
Redemption of Class A ordinary shares | (306,691,945) | |
Redemption payable | (5,587,383) | |
Plus: | ||
Accretion on Class A ordinary shares subject to possible redemption amount | $ 3,720,218 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Shareholders' Deficit (Details) [Line Items] | ||
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A Ordinary Shares [Member] | ||
Shareholders' Deficit (Details) [Line Items] | ||
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, outstanding | 9,122,313 | 1,030,000 |
Ordinary shares, issued | 9,122,313 | 1,030,000 |
Ordinary shares subject to possible redemption shares issued | 1,837,593 | 32,369,251 |
Ordinary shares subject to possible redemption shares outstanding | 1,837,593 | 32,369,251 |
Class B Ordinary Shares [Member] | ||
Shareholders' Deficit (Details) [Line Items] | ||
Ordinary shares, authorized | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, outstanding | 1 | 8,092,313 |
Ordinary shares, issued | 1 | 8,092,313 |
Warrants (Details)
Warrants (Details) | 9 Months Ended | |
Sep. 30, 2023 Days $ / shares shares | Dec. 31, 2022 shares | |
Warrants (Details) [Line Items] | ||
Warrant outstanding (in Shares) | shares | 16,699,626 | 16,699,626 |
Redemption of warrants scenario two, description | 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 a price of $0.10 per warrant; ●upon not less than 30 days’ prior written notice of redemption to each warrant holder; ●if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ●if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. | |
Total equity proceeds percentage | 60% | |
Market value per share | $ 9.2 | |
Redemption trigger price per share | $ 18 | |
Private Placement Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant outstanding (in Shares) | shares | 515,000 | |
Minimum [Member] | ||
Warrants (Details) [Line Items] | ||
Market value and the newly issued price, percentage | 115% | |
Maximum [Member] | ||
Warrants (Details) [Line Items] | ||
Market value and the newly issued price, percentage | 180% | |
Public Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant outstanding (in Shares) | shares | 16,184,626 | |
Exercise Price 18.00 [Member] | ||
Warrants (Details) [Line Items] | ||
Redemption price per public warrant | $ 0.01 | |
Warrants and Rights Outstanding Exercisable Term After Business Combination | 30 years | |
Stock price trigger for redemption of public warrants | $ 18 | |
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Trading Days (in Days) | Days | 20 | |
Threshold consecutive trading days for redemption of public warrants (in Days) | Days | 30 | |
Exercise Price 10.00 [Member] | ||
Warrants (Details) [Line Items] | ||
Redemption price per public warrant | $ 0.1 | |
Stock price trigger for redemption of public warrants | $ 10 | |
Class Of Warrant Or Right Redemption Of Warrants Or Rights Threshold Trading Days (in Days) | Days | 20 | |
Threshold consecutive trading days for redemption of public warrants (in Days) | Days | 30 | |
Class Of Warrant Or Right Minimum Threshold Written Notice Period For Redemption Of Warrants | 30 days | |
Threshold number of business days before sending notice of redemption to warrant holders (in Days) | Days | 3 | |
Business Combination [Member] | Class A Ordinary Shares [Member] | ||
Warrants (Details) [Line Items] | ||
Effective issue price per share | $ 9.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Measurements [Abstract] | ||||
Changes in fair value of derivative warrant liabilities | $ 1 | $ 0.3 | $ 2.5 | $ 7.7 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair value on a Recurring Basis - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account – Money market fund | $ 328,226,432 | |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | $ 3,722,464 | 1,294,770 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account – Money market fund | ||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 118,450 | 41,280 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account – Money market fund | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 01, 2023 USD ($) |
Subsequent Event [Member] | |
Subsequent Events (Details) [Line Items] | |
Received additional advance from related party | $ 224,500 |