Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Schultze Special Purpose Acquisition Corp. II | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 9,040,148 | |
Amendment Flag | false | |
Entity Central Index Key | 0001843100 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 File Number | 001-40891 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1206818 | |
Entity Address, Address Line One | 800 Westchester Avenue | |
Entity Address, Address Line Two | Suite S-632 | |
Entity Address, City or Town | Rye Brook | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10573 | |
City Area Code | (914) | |
Local Phone Number | 701-5260 | |
Entity Interactive Data Current | Yes | |
Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant | ||
Document Information Line Items | ||
Trading Symbol | SAMAU | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant | |
Security Exchange Name | NASDAQ | |
Class A Common Stock, par value $0.0001 per share | ||
Document Information Line Items | ||
Trading Symbol | SAMA | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document Information Line Items | ||
Trading Symbol | SAMAW | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Security Exchange Name | NASDAQ |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 553,847 | $ 366,794 |
Prepaid expenses | 37,109 | 123,418 |
Total Current Assets | 590,956 | 490,212 |
Cash and marketable securities held in trust account | 51,589,642 | 168,830,546 |
TOTAL ASSETS | 52,180,598 | 169,320,758 |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,077,862 | 1,878,201 |
Income taxes payable | 777,384 | 25,184 |
Excise taxes payable | 1,193,872 | |
Promissory note - related party | 420,000 | |
Deferred tax liability | 293,564 | |
Total Current Liabilities | 4,469,118 | 2,196,949 |
Deferred underwriting fee payable | 6,600,000 | 6,600,000 |
Total Liabilities | 11,069,118 | 8,796,949 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption; 4,915,148 and 16,500,000 shares issued and outstanding at redemption value of $10.46 and $10.23 at June 30, 2023 and December 31, 2022, respectively. | 51,421,762 | 168,762,109 |
Stockholders’ Deficit | ||
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Class A common stock, $0.0001 par value, 200,000,000 shares authorized; 4,125,000 and no shares issued and outstanding (excluding 4,915,148 and 16,500,000 shares subject to possible redemption) at June 30, 2023 and December 31, 2022, respectively | 412 | |
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 0 and 4,125,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 412 | |
Additional paid-in capital | ||
Accumulated deficit | (10,310,694) | (8,238,712) |
Total Stockholders’ Deficit | (10,310,282) | (8,238,300) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 52,180,598 | $ 169,320,758 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption, shares issued | 4,915,148 | 16,500,000 |
Common stock subject to possible redemption, shares outstanding | 4,915,148 | 16,500,000 |
Common stock subject to possible redemption, redemption value (in Dollars per share) | $ 10.46 | $ 10.23 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 4,125,000 | |
Common stock, shares outstanding | 4,125,000 | |
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 0 | 4,125,000 |
Common stock, shares outstanding | 0 | 4,125,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Formation and operational costs | $ 194,679 | $ 1,992,260 | $ 857,643 | $ 2,408,823 |
Loss from operations | (194,679) | (1,992,260) | (857,643) | (2,408,823) |
Other income (expenses): | ||||
Interest income – bank | 4,435 | 17 | 5,847 | 43 |
Interest earned on marketable securities held in Trust Account | 765,651 | 265,774 | 2,532,582 | 306,818 |
Unrealized loss on marketable securities held in Trust Account | (12,775) | (15,403) | ||
Total other income, net | 770,086 | 253,016 | 2,538,429 | 291,458 |
Income (loss) before provision for income taxes | 575,407 | (1,739,244) | 1,680,786 | (2,117,365) |
Provision for income taxes | (151,218) | (512,070) | ||
Net income (loss) | $ 424,189 | $ (1,739,244) | $ 1,168,716 | $ (2,117,365) |
Class A Common Stock | Redeemable | ||||
Other income (expenses): | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 6,442,821 | 16,500,000 | 11,443,628 | 16,500,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.04 | $ (0.08) | $ 0.08 | $ (0.1) |
Class A Common Stock | Non-Redeemable | ||||
Other income (expenses): | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 3,671,703 | 1,845,994 | ||
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.04 | $ 0.08 | ||
Class B Common Stock | ||||
Other income (expenses): | ||||
Basic and diluted weighted average shares outstanding (in Shares) | 453,297 | 4,125,000 | 2,279,006 | 4,125,000 |
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.04 | $ (0.08) | $ 0.08 | $ (0.1) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class A Common Stock | Redeemable | ||||
Diluted weighted average shares outstanding | 6,442,821 | 16,500,000 | 11,443,628 | 16,500,000 |
Diluted net income (loss) per share | $ 0.04 | $ (0.08) | $ 0.08 | $ (0.10) |
Class A Common Stock | Non-Redeemable | ||||
Diluted weighted average shares outstanding | 3,671,703 | 1,845,994 | ||
Diluted net income (loss) per share | $ 0.04 | $ 0.08 | ||
Class B Common Stock | ||||
Diluted weighted average shares outstanding | 453,297 | 4,125,000 | 2,279,006 | 4,125,000 |
Diluted net income (loss) per share | $ 0.04 | $ (0.08) | $ 0.08 | $ (0.10) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 412 | $ 143,327 | $ (5,349,250) | $ (5,205,511) | |
Balance (in Shares) at Dec. 31, 2021 | 4,125,000 | ||||
Net income (loss) | (378,121) | (378,121) | |||
Balance at Mar. 31, 2022 | $ 412 | 143,327 | (5,727,371) | (5,583,632) | |
Balance (in Shares) at Mar. 31, 2022 | 4,125,000 | ||||
Balance at Dec. 31, 2021 | $ 412 | 143,327 | (5,349,250) | (5,205,511) | |
Balance (in Shares) at Dec. 31, 2021 | 4,125,000 | ||||
Net income (loss) | (2,117,365) | ||||
Balance at Jun. 30, 2022 | $ 412 | 134,713 | (7,466,615) | (7,331,490) | |
Balance (in Shares) at Jun. 30, 2022 | 4,125,000 | ||||
Balance at Mar. 31, 2022 | $ 412 | 143,327 | (5,727,371) | (5,583,632) | |
Balance (in Shares) at Mar. 31, 2022 | 4,125,000 | ||||
Remeasurement of Class A common stock to redemption value | (8,614) | (8,614) | |||
Net income (loss) | (1,739,244) | (1,739,244) | |||
Balance at Jun. 30, 2022 | $ 412 | 134,713 | (7,466,615) | (7,331,490) | |
Balance (in Shares) at Jun. 30, 2022 | 4,125,000 | ||||
Balance at Dec. 31, 2022 | $ 412 | (8,238,712) | (8,238,300) | ||
Balance (in Shares) at Dec. 31, 2022 | 4,125,000 | ||||
Remeasurement of Class A common stock to redemption value | (1,062,393) | (1,062,393) | |||
Net income (loss) | 744,527 | 744,527 | |||
Balance at Mar. 31, 2023 | $ 412 | (8,556,578) | (8,556,166) | ||
Balance (in Shares) at Mar. 31, 2023 | 4,125,000 | ||||
Balance at Dec. 31, 2022 | $ 412 | (8,238,712) | (8,238,300) | ||
Balance (in Shares) at Dec. 31, 2022 | 4,125,000 | ||||
Net income (loss) | 1,168,716 | ||||
Balance at Jun. 30, 2023 | $ 412 | (10,310,694) | (10,310,282) | ||
Balance (in Shares) at Jun. 30, 2023 | 4,125,000 | ||||
Balance at Mar. 31, 2023 | $ 412 | (8,556,578) | (8,556,166) | ||
Balance (in Shares) at Mar. 31, 2023 | 4,125,000 | ||||
Conversion of Class B common stock to Class A common stock | $ 412 | $ (412) | |||
Conversion of Class B common stock to Class A common stock (in Shares) | 4,125,000 | (4,125,000) | |||
Excise tax payable attributable to redemption of common stock | (1,193,872) | (1,193,872) | |||
Remeasurement of Class A common stock to redemption value | (984,433) | (984,433) | |||
Net income (loss) | 424,189 | 424,189 | |||
Balance at Jun. 30, 2023 | $ 412 | $ (10,310,694) | $ (10,310,282) | ||
Balance (in Shares) at Jun. 30, 2023 | 4,125,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 1,168,716 | $ (2,117,365) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (2,532,582) | (306,818) |
Deferred tax benefit | (293,564) | |
Unrealized gain on marketable securities held in Trust Account | 15,403 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 86,309 | 93,620 |
Other Assets | 112,418 | |
Accounts payable and accrued expenses | 199,661 | 1,546,305 |
Income taxes payable | 752,200 | |
Net cash used in operating activities | (619,260) | (656,437) |
Cash Flows from Investing Activities: | ||
Investment of cash into Trust Account | (420,000) | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 806,313 | 37,301 |
Cash withdrawn from Trust Account in connection with redemption | 119,387,173 | |
Net cash provided by investing activities | 119,773,486 | 37,301 |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note - related party | 420,000 | |
Redemption of common stock | (119,387,173) | |
Net cash used in financing activities | (118,967,173) | |
Net Change in Cash | 187,053 | (619,136) |
Cash – Beginning of period | 366,794 | 1,106,629 |
Cash – End of period | 553,847 | 487,493 |
Supplemental Cash Flow Information: | ||
Cash paid for income taxes | 53,434 | |
Non-Cash investing and financing activities: | ||
Remeasurement of Class A common stock to redemption value | 2,046,826 | |
Conversion of Class B common stock to Class A non-redeemable common stock | (412) | |
Excise tax payable attributable to redemption of common stock | $ 1,193,872 |
Description of Organization, Bu
Description of Organization, Business Operations | 6 Months Ended |
Jun. 30, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS Schultze Special Purpose Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on December 15, 2020. The Company had no activity for the period from December 15, 2020 (inception) through December 31, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not yet commenced any operations. All activity through June 30, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on marketable securities held in the Trust Account (as defined below). The registration statement for the Company’s Initial Public Offering was declared effective on October 7, 2021. On October 13, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,200,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Schultze Special Purpose Acquisition Sponsor II, LLC (the “Sponsor”) and Stifel Venture Corp. (“Stifel Venture”), an affiliate of Stifel, Nicolaus & Company, Incorporated, one of the representatives of the underwriters, generating gross proceeds of $6,200,000, which is described in Note 4. On October 19, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As such, on October 22, 2021, the underwriters purchased 1,500,000 additional Units at $10.00 per additional Unit upon the closing of the partial exercise of the over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the sale of the additional Units, the Company consummated the sale of an additional 375,000 Private Placement Warrants at $1.00 per additional Private Placement Warrant, generating total gross proceeds of $375,000. Transaction costs amounted to $15,892,398, consisting of $2,475,000 of underwriting fees, $6,600,000 of deferred underwriting fees, $541,773 of other offering costs, and $6,275,625 for the fair value of the Founder Shares attributable to the anchor investors (see Note 5). Following the closing of the Initial Public Offering on October 13, 2021, an amount of $151,500,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) established for the benefit of the holders of the outstanding Public Shares (the “public stockholders”), with Continental Stock Transfer & Trust Company acting as trustee, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. On October 22, 2021, a total of $15,150,000 of the net proceeds from the sale of the additional Units and the additional Private Placement Warrants was deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $166,650,000. On April 4, 2023, the Company held a special meeting in lieu of the 2023 annual meeting of stockholders of the Company (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved, among other things, a proposal to amend the Amended and Restated Certificate of Incorporation of the Company (as amended, the “Amended and Restated Certificate of Incorporation”) to extend the date by which the Company must consummate an initial Business Combination (the “Extension”) from April 13, 2023 to October 13, 2023 or such earlier date as determined by the Company’s board of directors. The Sponsor or its designees will deposit into the Trust Account $140,000, as a loan (a “Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”), on April 13, 2023 and the 13th day of each subsequent calendar month until (but excluding) October 13, 2023 (each such date, a “Contribution Date”) or such earlier date that the Company determines it will liquidate. If a Contributor fails to make a Contribution by an applicable Contribution Date, the Company will liquidate and dissolve as soon as practicable after such date and in accordance with the Amended and Restated Certificate of Incorporation. On April 10, 2023, in connection with the implementation of the Extension, all holders of Class B common stock voluntarily elected to convert all shares of Class B common stock to shares of Class A common stock, on a one-for-one basis in accordance with the Amended and Restated Certificate of Incorporation (collectively, the “Class B Conversion”). In connection with the implementation of the Extension, the Company’s public stockholders redeemed 11,584,852 Public Shares at a redemption price of approximately $10.31 per share, for an aggregate redemption amount of $119,387,173 (the “Redemption”). As a result of the Redemption and the previously discussed Class B Conversion, there are 9,040,148 shares of Class A common stock and no shares of Class B common stock were issued and outstanding. On May 2, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(2) (the “Minimum Total Holders Rule”), which requires the Company to have at least 400 total holders for continued listing on the Nasdaq Global Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. On June 15, 2023, the Company provided Nasdaq with a plan to regain compliance with the Minimum Total Holders Rule within the required timeframe. On July 5, 2023, Nasdaq accepted the Company’s plan and granted the Company an extension until October 30, 2023 to evidence compliance with the Minimum Total Holders Rule. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) (see Note 2). The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor and the Company’s directors, officers and initial stockholders have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s directors, officers and initial stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of a Business Combination, and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. In connection with the implementation of the Extension, the Company will have until October 13, 2023, or such earlier date as determined by its board of directors, to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account not previously released to the Company to pay its tax obligations (net of taxes payable and less up to $150,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Company’s initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Company’s initial stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.10 per Unit. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company to ensure that the proceeds in the Trust Account are not reduced below $10.10 per share by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. Additionally, the agreement entered into by the Sponsor specifically provides for two exceptions to the indemnity it has given: it will have no liability (i) as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, or (ii) as to any claims for indemnification by the underwriters. In the event that an executed waiver is deemed to be unenforceable, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry, the geopolitical conditions resulting from the invasion of Ukraine by Russia and subsequent sanctions against Russia, Belarus and related individuals and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets, and has concluded that while it is reasonably possible that these factors could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. On April 4, 2023, in connection with the implementation of the Extension, the Company’s public stockholders elected to redeem 11,584,852 Public Shares for a total of $119,387,173. As such the Company has recorded a 1% excise tax liability in the amount of $1,193,872 on the Company’s condensed balance sheets as of June 30, 2023. The liability does not impact the Company’s condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. This excise tax liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur. Should the Company liquidate prior to December 31, 2023, the excise tax liability will not be due. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Going Concern As of June 30, 2023, the Company had cash of $553,847 in its operating bank accounts, $51,589,642 of cash and marketable securities held in the Trust Account to be used for an initial Business Combination or to repurchase or redeem stock in connection therewith and a working capital deficit of $3,710,282, which excludes franchise taxes payable of $20,000 and income taxes payable of $777,384, of which such amount is expected to be paid from interest earned on the Trust Account as well as $629,504 not yet remitted by the Company for income taxes. As of June 30, 2023, $1,526,647 of the amount on deposit in the Trust Account represented interest income that is available to pay the Company’s tax obligations. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors, the Sponsor or their affiliates may but are not obligated to loan the Company funds (see Note 5), from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will not have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or October 13, 2023, the deadline to complete a Business Combination pursuant to the Company’s Amended and Restated Certificate of Incorporation (unless otherwise amended by stockholders). If the Company’s stockholders approve an extension to the mandatory liquidation date beyond October 13, 2023, the Company will require additional capital support if it does not have adequate cash through such extended date. If the Company does not consummate an initial Business Combination, or seek an extension, by October 13, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. 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 condition due to insufficient working capital and mandatory liquidation, should an initial Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after October 13, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 27, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds that invest in U.S. Treasury Securities and U.S. Treasury Bills, respectively. The Company accounts for its marketable securities as Trading Securities under ASC 320, where securities are presented at fair value on the balance sheets and with unrealized gains or losses, if any, presented on the statements of operations. From inception through June 30, 2023, the Company withdrew an aggregate of $1,315,313 of interest earned on the Trust Account to pay its franchise and income taxes and $119,387,173 was withdrawn in connection with the Redemption. Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs are 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 the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $15,892,398 were charged to additional paid-in capital upon the completion of the Initial Public Offering. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on June 30, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Class A common stock subject to possible redemption at January 1, 2022 $ 165,650,000 Plus: Remeasurement adjustment of Class A common stock to redemption value 2,112,109 Class A common stock subject to possible redemption at December 31, 2022 168,762,109 Less: Redemption of Class A common stock subject to possible redemption (119,387,173 ) Plus: Remeasurement adjustment of Class A common stock to redemption value 2,046,826 Class A common stock subject to possible redemption at June 30, 2023 $ 51,421,762 Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance. The fair value of the warrants are remeasured at each balance sheet date with the change in the estimated fair value of the warrants recognized as a non-cash gain or loss on the statements of operations. The Company has analyzed the Public Warrants (as defined in Note 3) and Private Placement Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and 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 subject to income tax examinations by major taxing authorities since inception. As of June 30, 2023 the Company’s deferred tax asset had a full valuation allowance recorded against it. As of December 31, 2022, the Company had a net deferred tax liability of $293,564. Our effective tax rate was 26.28% and 0.0% for the three months ended June 30, 2023 and 2022, respectively, and 30.47% and 0.0% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three and six months ended June 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets. Share-Based Payment Arrangements The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the Statements of Operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur. Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A common stock are excluded from income (loss) per shares of common stock as the redemption value approximates fair value. The Company calculates its earnings per share by allocating net income (loss) pro rata to shares of Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (losses) of the Company. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,825,000 shares of Class A common stock in the aggregate. As a result, diluted net loss per share of common stock is the same as basic net income (loss) per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): For the Three Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 258,613 $ 147,381 $ 18,195 Denominator: Basic and diluted weighted average shares of common stock outstanding 6,442,821 3,671,703 453,297 Basic and diluted net income per share of common stock $ 0.04 $ 0.04 $ 0.04 For the Six Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 859,058 $ 138,576 $ 171,082 Denominator: Basic and diluted weighted average shares of common stock outstanding 11,443,628 1,845,994 2,279,006 Basic and diluted net income per common share $ 0.08 $ 0.08 $ 0.08 For the Three Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,391,395 ) $ — $ (347,849 ) Denominator: Basic and diluted weighted average common share outstanding 16,500,000 — 4,125,000 Basic and diluted net loss per common share $ (0.08 ) $ — $ (0.08 ) For the Six Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,693,892 ) $ — $ (423,473 ) Denominator: Basic and diluted weighted average common share outstanding 16,500,000 — 4,125,000 Basic and diluted net loss per common share $ (0.10 ) $ — $ (0.10 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts. Fair value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature. 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. 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 tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) 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. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 16,500,000 Units at a purchase price of $10.00 per Unit, including 1,500,000 additional Units pursuant to the underwriters’ partial exercise of their over-allotment option. Each Unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). The fair value attributable to the unexercised portion of the over-allotment option was deemed to be immaterial to the financial statements. |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering and the closing of the partial exercise of the over-allotment option, the Sponsor and Stifel Venture purchased an aggregate of 6,575,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $6,575,000, in private placements. Among the Private Placement Warrants, the Sponsor purchased an aggregate of 5,915,000 Private Placement Warrants and Stifel Venture purchased an aggregate of 660,000 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 15, 2021, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. The Sponsor subsequently transferred 276,000 Founder Shares to Stifel Venture, subject to their purchase of the Private Placement Warrants, and therefore considered part of their purchase of the Private Placement Warrants (see Note 4), 25,000 Founder Shares to each of the Company’s independent director nominees and an aggregate of 50,000 Founder Shares to the Company’s strategic advisors (subject to certain performance conditions discussed in Note 8). In each case, the aforementioned transfers were at the same price originally paid for such shares. On each of July 27, 2021 and September 20, 2021, the Sponsor forfeited 718,750 Founder Shares, resulting in there being 4,312,500 Founder Shares issued and outstanding. The Founder Shares included an aggregate of up to 562,500 shares subject to forfeiture by the initial stockholders to the extent that the underwriters’ over-allotment option was not exercised in full or in part, including up to 526,500 Founder Shares that were subject to forfeiture by the Sponsor and up to 36,000 Founder Shares that were subject to forfeiture by Stifel Venture, so that the initial stockholders would collectively own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 19, 2021, the underwriters notified the Company of their exercise of the over-allotment option in part and concurrent forfeiture of the remaining portion of such option. As a result of the underwriters’ election to partially exercise their over-allotment option and the forfeiture of the remaining portion of such over-allotment option, an aggregate of 187,500 Founder Shares were forfeited, of which 12,000 Founder Shares were forfeited by Stifel Venture, and 375,000 Founder Shares are no longer subject to forfeiture, resulting in an aggregate of 4,125,000 Founder Shares outstanding thereafter. The Company’s initial stockholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Of the aggregate 16,500,000 Units sold in the Initial Public Offering, 14,857,500 Units were purchased by certain qualified institutional buyers or institutional accredited investors that are not affiliated with the Company, the Sponsor, the Company’s directors or any member of the Company’s management team (the “anchor investors”). In connection with the closing of the Initial Public Offering, each anchor investor acquired from the Sponsor an indirect economic interest in certain Founder Shares (937,500 Founder Shares in the aggregate) at a purchase price of $0.10 per share. The Sponsor has agreed to distribute the Founder Shares to the anchor investors pro rata based on their indirect ownership interest in such Founder Shares after the completion of a Business Combination. The Company estimated the aggregate fair value of the Founder Shares attributable to the anchor investors to be $6,275,625 or $6.69 per share. The excess of the fair value of the Founder Shares was determined to be a contribution to the Company from the founders in accordance with Staff Accounting Bulletin (“SAB”) Topic 5T and an offering cost in accordance with SAB Topic 5A. Accordingly, the offering cost were recorded against additional paid-in capital. On April 10, 2023, in connection with the implementation of the Extension and the Class B Conversion all holders of Class B common stock voluntarily elected to convert all shares of Class B common stock to Class A common stock The converted shares are not subject to possible redemption (see Note 7). Administrative Services Agreement The Company entered into an agreement, commencing on October 7, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $25,000 per month for general and administrative services, including office space, utilities and administrative support. For each of the three and six months ended June 30, 2023, the Company incurred and paid $75,000 and $150,000 in fees for these services, respectively. For each of the three and six months ended June 30, 2022, the Company incurred and paid $75,000 and $150,000 in fees for these services, respectively. No amounts remain outstanding as of June 30, 2023. Promissory Note — Related Party On January 15, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $250,000. The Promissory Note, as subsequently amended and restated on June 30, 2021, was non-interest bearing and was payable on the earlier of December 31, 2021 and the consummation of the Initial Public Offering. The outstanding balance under the Promissory Note of $85,000 was repaid at the closing of the Initial Public Offering on October 13, 2021. On April 10, 2023, in connection with the implementation of the Extension (as defined above), the Company issued an unsecured promissory note (the “New Promissory Note”) in the principal amount of up to $840,000 to the Sponsor, which may be drawn down in connection with the Contributions by the Sponsor or its designees to the Trust Account. The New Promissory Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. The New Promissory Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the New Promissory Note and all other sums payable with regard to the New Promissory Note becoming immediately due and payable. The issuance of the New Promissory Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. As of June 30, 2023, the outstanding balance of the New Promissory Note was $420,000. Subsequent to June 30, 2023 the Sponsor contributed an additional $140,000 to the Company under the New Promissory Note. As of the date of this filing, the outstanding balance under the New Promissory Note was $560,000. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Working Capital Loans would be forgiven. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2023 and December 31, 2022, there were no Working Capital Loans outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on October 7, 2021, the holders of the Founder Shares, Private Placement Warrants (and the underlying shares of Class A common stock) and any warrants that may be issued upon conversion of the Working Capital Loans (and the underlying shares of common stock) are entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. The holders of the majority of the securities can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash discount of $0.15 per Unit, or an aggregate of $2,475,000. The underwriters are entitled to a deferred fee of $0.40 per Unit, or an aggregate of $6,600,000. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock no Class B Common Stock If any shares of Class B common stock are then outstanding, only holders of Class B common stock have the right to vote on the election of directors prior to the Company’s initial Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock (if any) will (a) at any time and from time to time at the option of the holder thereof and (b) automatically upon the closing of the initial Business Combination convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis (subject to adjustment). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination). Warrants No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within 90 days following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). 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. The exercise price and number of shares of Class A common stock 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 Class A common stock 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 a 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 shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. As of June 30, 2023 and December 31, 2022, there are 6,575,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (including the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants held by Stifel Venture will not be exercisable more than five years from the commencement of sales of the Initial Public Offering in accordance with FINRA Rule 5110(g)(8)(A). |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Stock-Based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 8. STOCK-BASED COMPENSATION The sale of the Founder Shares to the Company’s director nominees and strategic advisors is in the scope of ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company has assessed the fair value associated with the Founder Shares granted. The fair value of the 125,000 Founder Shares granted to the Company’s director nominees (75,000 shares in total) and strategic advisors (50,000 shares in total) was $286,654 or $2.29 per share. The Founder Shares were granted subject to certain performance conditions: (i) the consummation of an Initial Public Offering and (ii) the occurrence of a Business Combination. Compensation expense related to the Founder Shares is recognized only when the performance conditions are probable of occurrence under the applicable accounting literature in this circumstance. The Founder Shares granted to the Company’s director nominees and strategic advisors were subject to 100% forfeiture in the event a person(s) no longer remained in such designated position upon the completion of the Initial Public Offering. Following the completion of the Initial Public Offering, such forfeiture is reduced to 50% in the event a person(s) no longer remains in such designated position upon the completion of the Business Combination. There was no stock-based compensation expense recognized for the period ended June 30, 2023 and December 31, 2022. A total of 62,500 shares vested upon consummation of the Initial Public Offering and the Company recognized $143,327 of stock-based compensation expense for the year ended December 31, 2021.These unvested shares were converted from Class A to Class B on April 10, 2023 as discussed in Note 7. As of June 30, 2023, there are 62,500 shares that remain unvested as the Company determined that a Business Combination is not considered probable. Therefore, the remaining fair value of stock-based compensation expense associated with these shares totaling $143,327 has not been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Cash and Marketable securities held in Trust Account 1 $ 51,589,642 $ 168,830,546 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Other than as disclosed above within these financial statements, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the condensed financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 27, 2023. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the period ending December 31, 2023 or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2023 and December 31, 2022. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds that invest in U.S. Treasury Securities and U.S. Treasury Bills, respectively. The Company accounts for its marketable securities as Trading Securities under ASC 320, where securities are presented at fair value on the balance sheets and with unrealized gains or losses, if any, presented on the statements of operations. From inception through June 30, 2023, the Company withdrew an aggregate of $1,315,313 of interest earned on the Trust Account to pay its franchise and income taxes and $119,387,173 was withdrawn in connection with the Redemption. |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheets date that are directly related to the Initial Public Offering. Offering costs are 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 the Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $15,892,398 were charged to additional paid-in capital upon the completion of the Initial Public Offering. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, on June 30, 2023 and December 31, 2022, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in the redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Class A common stock subject to possible redemption at January 1, 2022 $ 165,650,000 Plus: Remeasurement adjustment of Class A common stock to redemption value 2,112,109 Class A common stock subject to possible redemption at December 31, 2022 168,762,109 Less: Redemption of Class A common stock subject to possible redemption (119,387,173 ) Plus: Remeasurement adjustment of Class A common stock to redemption value 2,046,826 Class A common stock subject to possible redemption at June 30, 2023 $ 51,421,762 |
Warrant Classification | Warrant Classification The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance. The fair value of the warrants are remeasured at each balance sheet date with the change in the estimated fair value of the warrants recognized as a non-cash gain or loss on the statements of operations. The Company has analyzed the Public Warrants (as defined in Note 3) and Private Placement Warrants and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and 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 subject to income tax examinations by major taxing authorities since inception. As of June 30, 2023 the Company’s deferred tax asset had a full valuation allowance recorded against it. As of December 31, 2022, the Company had a net deferred tax liability of $293,564. Our effective tax rate was 26.28% and 0.0% for the three months ended June 30, 2023 and 2022, respectively, and 30.47% and 0.0% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three and six months ended June 30, 2023 and 2022, due to changes in the valuation allowance on the deferred tax assets. |
Share-Based Payment Arrangements | Share-Based Payment Arrangements The Company accounts for share-based payments in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation,” (“ASC 718”) which requires that all equity awards be accounted for at their “fair value.” The Company measures and recognizes compensation expense for all share-based payments on their estimated fair values measured as of the grant date. These costs are recognized as an expense in the Statements of Operations upon vesting, once the applicable performance conditions are met, with an offsetting increase to additional paid-in capital. Forfeitures are recognized as they occur. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Subsequent measurement of the redeemable shares of Class A common stock are excluded from income (loss) per shares of common stock as the redemption value approximates fair value. The Company calculates its earnings per share by allocating net income (loss) pro rata to shares of Class A and Class B common stock. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (losses) of the Company. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 14,825,000 shares of Class A common stock in the aggregate. As a result, diluted net loss per share of common stock is the same as basic net income (loss) per share of common stock for the period presented. The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): For the Three Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 258,613 $ 147,381 $ 18,195 Denominator: Basic and diluted weighted average shares of common stock outstanding 6,442,821 3,671,703 453,297 Basic and diluted net income per share of common stock $ 0.04 $ 0.04 $ 0.04 For the Six Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 859,058 $ 138,576 $ 171,082 Denominator: Basic and diluted weighted average shares of common stock outstanding 11,443,628 1,845,994 2,279,006 Basic and diluted net income per common share $ 0.08 $ 0.08 $ 0.08 For the Three Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,391,395 ) $ — $ (347,849 ) Denominator: Basic and diluted weighted average common share outstanding 16,500,000 — 4,125,000 Basic and diluted net loss per common share $ (0.08 ) $ — $ (0.08 ) For the Six Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,693,892 ) $ — $ (423,473 ) Denominator: Basic and diluted weighted average common share outstanding 16,500,000 — 4,125,000 Basic and diluted net loss per common share $ (0.10 ) $ — $ (0.10 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these 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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature. |
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. 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 tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) 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. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of class A common stock reflected in the condensed balance sheets | At June 30, 2023 and December 31, 2022, the Class A common stock reflected in the condensed balance sheets is reconciled in the following table: Class A common stock subject to possible redemption at January 1, 2022 $ 165,650,000 Plus: Remeasurement adjustment of Class A common stock to redemption value 2,112,109 Class A common stock subject to possible redemption at December 31, 2022 168,762,109 Less: Redemption of Class A common stock subject to possible redemption (119,387,173 ) Plus: Remeasurement adjustment of Class A common stock to redemption value 2,046,826 Class A common stock subject to possible redemption at June 30, 2023 $ 51,421,762 |
Schedule of basic and diluted net loss per common share | The following table reflects the calculation of basic and diluted net income (loss) per share of common stock (in dollars, except per share amounts): For the Three Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 258,613 $ 147,381 $ 18,195 Denominator: Basic and diluted weighted average shares of common stock outstanding 6,442,821 3,671,703 453,297 Basic and diluted net income per share of common stock $ 0.04 $ 0.04 $ 0.04 For the Six Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net income per share of common stock Numerator: Allocation of net income, as adjusted $ 859,058 $ 138,576 $ 171,082 Denominator: Basic and diluted weighted average shares of common stock outstanding 11,443,628 1,845,994 2,279,006 Basic and diluted net income per common share $ 0.08 $ 0.08 $ 0.08 For the Three Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,391,395 ) $ — $ (347,849 ) Denominator: Basic and diluted weighted average common share outstanding 16,500,000 — 4,125,000 Basic and diluted net loss per common share $ (0.08 ) $ — $ (0.08 ) For the Six Months Ended Redeemable Non-redeemable Class A Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (1,693,892 ) $ — $ (423,473 ) Denominator: Basic and diluted weighted average common share outstanding 16,500,000 — 4,125,000 Basic and diluted net loss per common share $ (0.10 ) $ — $ (0.10 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Cash and Marketable securities held in Trust Account 1 $ 51,589,642 $ 168,830,546 |
Description of Organization, _2
Description of Organization, Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||
Apr. 04, 2023 | Oct. 13, 2021 | Aug. 16, 2022 | Oct. 22, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 20, 2021 | Jul. 27, 2021 | |
Description of Organization, Business Operations (Details) [Line Items] | ||||||||
Transaction costs | $ 15,892,398 | |||||||
Underwriting fees | 2,475,000 | |||||||
Deferred underwriting fees | 6,600,000 | |||||||
Other offering costs | 541,773 | |||||||
Fair value of the founder shares | $ 6,275,625 | |||||||
Net proceeds of sale | $ 151,500,000 | |||||||
Net proceeds of sale per share (in Dollars per share) | $ 10.1 | |||||||
Maturity days | 185 days | |||||||
Net proceeds from additional units sale | $ 15,150,000 | |||||||
Proceeds held in trust account | 166,650,000 | |||||||
Loan | $ 140,000 | |||||||
Public shares (in Shares) | 11,584,852 | |||||||
Redemption price per share (in Dollars per share) | $ 10.31 | |||||||
Aggregate redemption amount | $ 119,387,173 | |||||||
Assets held in the trust account, percentage | 80% | |||||||
Percentage of outstanding voting securities percentage | 50% | |||||||
Initially anticipated to public per share (in Dollars per share) | $ 10.1 | |||||||
Net tangible assets | $ 5,000,001 | |||||||
Aggregate of shares sold, percentage | 15% | |||||||
Redeem public shares, percentage | 100% | |||||||
Dissolution expenses | $ 150,000 | |||||||
Per share value of the assets distribution (in Dollars per share) | $ 10.1 | |||||||
Proceeds in trust account per share (in Dollars per share) | $ 10.1 | |||||||
Federal excise tax percentage | 1% | |||||||
Excise of fair value market tax percentage | 1% | |||||||
Number of shares (in Shares) | 11,584,852 | 4,312,500 | 4,312,500 | |||||
Number of Share, Value | $ 119,387,173 | |||||||
Excise tax percentage | 1% | |||||||
Excise tax payable | $ 1,193,872 | |||||||
Operating bank accounts | 553,847 | |||||||
Cash and marketable securities held in the trust account | 51,589,642 | |||||||
Working capital deficit | 3,710,282 | |||||||
Franchise taxes payable | 20,000 | |||||||
Income taxes payable | 777,384 | |||||||
Interest earned on trust account | 629,504 | |||||||
Deposit amount | $ 1,526,647 | |||||||
Financial term | 1 year | |||||||
Initial Public Offering [Member] | ||||||||
Description of Organization, Business Operations (Details) [Line Items] | ||||||||
Number of shares sold (in Shares) | 15,000,000 | |||||||
Share per unit price (in Dollars per share) | $ 10 | |||||||
Generating gross proceeds | $ 150,000,000 | |||||||
Private Placement Warrants [Member] | ||||||||
Description of Organization, Business Operations (Details) [Line Items] | ||||||||
Generating gross proceeds | $ 375,000 | $ 6,200,000 | ||||||
Sale of warrants (in Shares) | 6,200,000 | |||||||
Price per share (in Dollars per share) | $ 1 | |||||||
Sale of an additional warrants (in Shares) | 375,000 | |||||||
Additional per share (in Dollars per share) | $ 1 | |||||||
Over-Allotment Option [Member] | ||||||||
Description of Organization, Business Operations (Details) [Line Items] | ||||||||
Generating gross proceeds | $ 15,000,000 | |||||||
Underwriters purchased additional units (in Shares) | 1,500,000 | |||||||
Underwriters purchased additional per units (in Dollars per share) | $ 10 | |||||||
Class A Common Stock [Member] | ||||||||
Description of Organization, Business Operations (Details) [Line Items] | ||||||||
Share per unit price (in Dollars per share) | $ 11.5 | |||||||
Conversion and redemption (in Shares) | 9,040,148 | |||||||
Proceeds in trust account per share (in Dollars per share) | $ 12 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Franchise cost (in Dollars) | $ 1,315,313 | ||||||
Cash withdrawn (in Dollars) | 119,387,173 | ||||||
Offering cost (in Dollars) | $ 15,892,398 | $ 15,892,398 | |||||
Net deferred tax liability (in Dollars) | $ 293,564 | ||||||
Effective tax rate | 26.28% | 0% | 30.47% | 0% | |||
Effective tax rate differs from the statutory tax rate | 21% | 21% | 21% | 21% | |||
Federal depository insurance amount (in Dollars) | $ 250,000 | ||||||
Class A Common Stock [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Warrants exercisable (in Shares) | 14,825,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of class A common stock reflected in the condensed balance sheets - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of class A common stock reflected in the condensed balance sheets [Abstract] | ||
Class A common stock subject to possible redemption at beginning | $ 168,762,109 | $ 165,650,000 |
Class A common stock subject to possible redemption at ending | 51,421,762 | 168,762,109 |
Plus: | ||
Remeasurement adjustment of Class A common stock to redemption value | 2,046,826 | $ 2,112,109 |
Less: | ||
Redemption of Class A common stock subject to possible redemption | $ (119,387,173) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Redeemable Class A [Member] | ||||
Numerator: | ||||
Allocation of net loss, as adjusted | $ 258,613 | $ (1,391,395) | $ 859,058 | $ (1,693,892) |
Denominator: | ||||
Basic and diluted weighted average common share outstanding | 6,442,821 | 16,500,000 | 11,443,628 | 16,500,000 |
Basic and diluted net loss per common share | $ 0.04 | $ (0.08) | $ 0.08 | $ (0.1) |
Non-redeemable Class A [Member] | ||||
Numerator: | ||||
Allocation of net loss, as adjusted | $ 147,381 | $ 138,576 | ||
Denominator: | ||||
Basic and diluted weighted average common share outstanding | 3,671,703 | 1,845,994 | ||
Basic and diluted net loss per common share | $ 0.04 | $ 0.08 | ||
Non-redeemable Class B [Member] | ||||
Numerator: | ||||
Allocation of net loss, as adjusted | $ 18,195 | $ (347,849) | $ 171,082 | $ (423,473) |
Denominator: | ||||
Basic and diluted weighted average common share outstanding | 453,297 | 4,125,000 | 2,279,006 | 4,125,000 |
Basic and diluted net loss per common share | $ 0.04 | $ (0.08) | $ 0.08 | $ (0.1) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Redeemable Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) [Line Items] | ||||
Diluted weighted average common share outstanding | 6,442,821 | 16,500,000 | 11,443,628 | 16,500,000 |
Diluted net income (loss) per common share | $ 0.04 | $ (0.08) | $ 0.08 | $ (0.10) |
Non-redeemable Class A [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) [Line Items] | ||||
Diluted weighted average common share outstanding | 3,671,703 | 1,845,994 | ||
Diluted net income (loss) per common share | $ 0.04 | $ 0.08 | ||
Non-redeemable Class B [Member] | ||||
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share (Parentheticals) [Line Items] | ||||
Diluted weighted average common share outstanding | 453,297 | 4,125,000 | 2,279,006 | 4,125,000 |
Diluted net income (loss) per common share | $ 0.04 | $ (0.08) | $ 0.08 | $ (0.10) |
Public Offering (Details)
Public Offering (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Public Offering (Details) [Line Items] | |
Sale of shares | shares | 16,500,000 |
Purchase price per unit | $ / shares | $ 10 |
Underwriters [Member] | |
Public Offering (Details) [Line Items] | |
Sale of shares | shares | 1,500,000 |
Class A Common Stock [Member] | |
Public Offering (Details) [Line Items] | |
Description of transaction | Each Unit consists of one share of the Company’s Class A common stock and one-half of one redeemable warrant (“Public Warrant”). |
Exercise price per share | $ / shares | $ 11.5 |
Private Placement (Details)
Private Placement (Details) | Jun. 30, 2023 USD ($) $ / shares shares |
Private Placement [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of warrants | 6,575,000 |
Price per share (in Dollars per share) | $ / shares | $ 1 |
Aggregate purchase price (in Dollars) | $ | $ 6,575,000 |
Class A Common Stock [Member] | |
Private Placement (Details) [Line Items] | |
Price per share (in Dollars per share) | $ / shares | $ 11.5 |
Sponsor [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of warrants | 5,915,000 |
Stifel Venture [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of warrants | 660,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Oct. 13, 2021 | Oct. 07, 2021 | Jan. 15, 2021 | Oct. 19, 2021 | Sep. 20, 2021 | Jul. 27, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 10, 2023 | Apr. 04, 2023 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Subsequently transferred founder shares | 25,000 | |||||||||||
Founder shares issued | 4,312,500 | 4,312,500 | 11,584,852 | |||||||||
Founder shares outstanding | 4,312,500 | 4,312,500 | ||||||||||
Share issued percentage | 20% | 20% | ||||||||||
Aggregate founder shares outstanding | 4,125,000 | |||||||||||
Stock equals or exceeds to sale price (in Dollars per share) | $ 10.1 | |||||||||||
Business combination period | 150 days | 150 days | ||||||||||
Investors (in Dollars) | $ 6,275,625 | |||||||||||
Per share price (in Dollars per share) | $ 6.69 | |||||||||||
General and administrative services (in Dollars) | $ 25,000 | |||||||||||
Incurred fees (in Dollars) | $ 75,000 | $ 75,000 | $ 150,000 | $ 150,000 | ||||||||
Aggregate principal amount (in Dollars) | $ 840,000 | |||||||||||
Outstanding balance of the new promissory note (in Dollars) | 420,000 | |||||||||||
Additional Amount (in Dollars) | 140,000 | |||||||||||
Working capital loans (in Dollars) | $ 1,500,000 | |||||||||||
Price per warrant (in Dollars per share) | $ 1 | $ 1 | ||||||||||
Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Founder shares aggregate to forfeiture | 562,500 | |||||||||||
IPO [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate sale units | 16,500,000 | |||||||||||
Aggregate purchase units | 14,857,500 | |||||||||||
Class B Common Stock [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate price (in Dollars) | $ 25,000 | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Stock equals or exceeds to sale price (in Dollars per share) | $ 12 | |||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Founder purchase shares | 5,750,000 | |||||||||||
Founder shares | 937,500 | 937,500 | ||||||||||
Price per share (in Dollars per share) | $ 0.1 | $ 0.1 | ||||||||||
Founder Shares [Member] | Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Founder shares aggregate to forfeiture | 187,500 | |||||||||||
Founder Shares are no longer subject to forfeiture | 375,000 | |||||||||||
Stifel Venture [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Founder shares | 276,000 | |||||||||||
Founder shares aggregate to forfeiture | 36,000 | |||||||||||
Stifel Venture [Member] | Founder Shares [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Founder shares aggregate to forfeiture | 12,000 | |||||||||||
Strategic Advisors [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate founder shares | 50,000 | |||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Forfeited founder shares | 718,750 | 718,750 | ||||||||||
Founder shares aggregate to forfeiture | 526,500 | |||||||||||
Promissory Note (in Dollars) | $ 85,000 | |||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Aggregate principal amount (in Dollars) | $ 250,000 | |||||||||||
Promissory Note [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Outstanding balance of the new promissory note (in Dollars) | $ 560,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | |
Commitments and Contingencies (Details) [Line Items] | |
Aggregate amount | $ | $ 6,600,000 |
Deferred fee price | $ / shares | $ 0.4 |
Underwriters [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Share price | $ / shares | $ 0.15 |
Aggregate amount | $ | $ 2,475,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit (Details) [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock outstanding | ||
Preferred stock issued | ||
Shares subject to possible redemption (in Dollars) | $ 51,421,762 | $ 168,762,109 |
Common stock conversion, percentage | 20% | |
Number of public warrants outstanding | 8,250,000 | 8,250,000 |
Expire term | 5 years | |
Warrants description | Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). | |
Business combination description | In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (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 Company’s initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |
Number of private placement warrants outstanding | 6,575,000 | 6,575,000 |
Class A Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 4,125,000 | |
Common stock, shares outstanding | 4,125,000 | |
Shares subject to possible redemption (in Dollars) | $ 4,915,148 | $ 16,500,000 |
Class B Common Stock [Member] | ||
Stockholders’ Deficit (Details) [Line Items] | ||
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 0 | 4,125,000 |
Common stock, shares outstanding | 0 | 4,125,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2021 | |
Stock-Based Compensation (Details) [Line Items] | ||
Founder shares description | The fair value of the 125,000 Founder Shares granted to the Company’s director nominees (75,000 shares in total) and strategic advisors (50,000 shares in total) was $286,654 or $2.29 per share. | |
Forfeiture percentage | 100% | |
Stock-based compensation expense | $ 143,327 | |
Unvested shares | 62,500 | |
IPO [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Forfeiture percentage | 50% | |
Total share vested | 62,500 | |
Stock-based compensation expense | $ 143,327 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Assets: | ||
Cash and Marketable securities held in Trust Account | $ 51,589,642 | $ 168,830,546 |