Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 07, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Entity File Number | 001-41047 | |
Entity Registrant Name | CHAIN BRIDGE I | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 95-1578955 | |
Entity Address, Address Line One | 330 Primrose Road, Suite 500 | |
Entity Address, City or Town | Burlingame | |
Entity Address State Or Province | CA | |
Entity Address, Postal Zip Code | 94010 | |
City Area Code | 202 | |
Local Phone Number | 656-4257 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001845149 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, and one-half of one redeemable Warrant to acquire one Class A ordinary share | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share, and one-half of one redeemable Warrant to acquire one Class A ordinary share | |
Trading Symbol | CBRGU | |
Security Exchange Name | NASDAQ | |
Units | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 38,734 | |
Class A Ordinary Shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | CBRG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 4,112,400 | |
Class B ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 5,750,000 | |
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 22,030,625 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 33,225 | $ 116,320 |
Prepaid expenses | 76,467 | 322,292 |
Total current assets | 109,692 | 438,612 |
Investments held in Trust Account | 44,769,068 | 237,796,114 |
Total Assets | 44,878,760 | 238,234,726 |
Current liabilities: | ||
Accounts payable | 130,910 | 27,056 |
Accrued expenses | 31,727 | 5,433 |
Total current liabilities | 162,637 | 32,489 |
Convertible note - related party | $ 2,109,352 | $ 1,431,546 |
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Derivative liabilities | $ 2,095,528 | $ 2,547,235 |
Deferred legal fees | 267,420 | 267,420 |
Total Liabilities | 4,634,937 | 4,278,690 |
Commitments and Contingencies (Note 5) | ||
Shareholders' deficit: | ||
Preference shares, $0.0001 par value 1,000,000 shares authorized none issued and outstanding | ||
Accumulated deficit | (4,425,820) | (3,740,653) |
Total shareholders' deficit | (4,425,245) | (3,740,078) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | 44,878,760 | 238,234,726 |
Class A ordinary shares subject to possible redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption; $0.0001 par value; 4,151,134 and 23,000,000 shares at redemption value of $10.761 and $10.335 per share at September 30, 2023 and December 31, 2022, respectively | 44,669,068 | 237,696,114 |
Class B ordinary shares | ||
Shareholders' deficit: | ||
Common stock | $ 575 | $ 575 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preference shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 479,000,000 | 479,000,000 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, par value (per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 4,151,134 | 23,000,000 |
Class A ordinary shares subject to possible redemption, redemption value (per share) | $ 10.761 | $ 10.335 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Class B ordinary shares | ||
Ordinary shares, par value (per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 5,750,000 | 5,750,000 |
Ordinary shares, shares outstanding | 5,750,000 | 5,750,000 |
UNAUDITED CONDENSED INTERIM STA
UNAUDITED CONDENSED INTERIM STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
General and administrative expenses | $ 170,242 | $ 164,816 | $ 933,668 | $ 716,764 |
General and administrative expenses - related party | 90,000 | 90,000 | 270,000 | 210,000 |
Loss from operations | (260,242) | (254,816) | (1,203,668) | (926,764) |
Other income (expense): | ||||
Change in fair value of derivative liabilities | (790,817) | 2,102,884 | 451,707 | 7,980,865 |
Change in fair value of convertible note - related party | 3,640 | (7,979) | 66,794 | 33,769 |
Income from investments held in Trust Account | 575,592 | 903,549 | 4,826,979 | 1,268,013 |
Net (loss) income | $ (471,827) | $ 2,743,638 | $ 4,141,812 | $ 8,355,883 |
Class A Ordinary Shares | ||||
Other income (expense): | ||||
Weighted average shares outstanding, basic | 4,151,134 | 23,000,000 | 13,610,089 | 23,000,000 |
Weighted average shares outstanding, diluted | 4,151,134 | 23,000,000 | 13,610,089 | 23,000,000 |
Net (loss) income per share, basic | $ (0.05) | $ 0.10 | $ 0.21 | $ 0.29 |
Net (loss) income per share, diluted | $ (0.05) | $ 0.10 | $ 0.21 | $ 0.29 |
Class B ordinary shares | ||||
Other income (expense): | ||||
Weighted average shares outstanding, basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Net (loss) income per share, basic | $ (0.05) | $ 0.10 | $ 0.21 | $ 0.29 |
Net (loss) income per share, diluted | $ (0.05) | $ 0.10 | $ 0.21 | $ 0.29 |
UNAUDITED CONDENSED INTERIM S_2
UNAUDITED CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class A ordinary shares Ordinary Shares | Class A ordinary shares subject to possible redemption | Class B ordinary shares Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 575 | $ 0 | $ (11,353,029) | $ (11,352,454) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 2,471,929 | 2,471,929 | ||||
Balance at the end at Mar. 31, 2022 | $ 575 | (8,881,100) | (8,880,525) | |||
Balance at the end (in shares) at Mar. 31, 2022 | 5,750,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 575 | 0 | (11,353,029) | (11,352,454) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 8,355,883 | |||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | (1,187,011) | |||||
Balance at the end at Sep. 30, 2022 | $ 575 | (4,184,157) | (4,183,582) | |||
Balance at the end (in shares) at Sep. 30, 2022 | 5,750,000 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 575 | 0 | (11,353,029) | (11,352,454) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | $ (3,096,114) | |||||
Balance at the end at Dec. 31, 2022 | $ 575 | (3,740,653) | (3,740,078) | |||
Balance at the end (in shares) at Dec. 31, 2022 | 5,750,000 | |||||
Balance at the beginning at Mar. 31, 2022 | $ 575 | (8,881,100) | (8,880,525) | |||
Balance at the beginning (in shares) at Mar. 31, 2022 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 3,140,316 | 3,140,316 | ||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | (283,462) | (283,462) | ||||
Balance at the end at Jun. 30, 2022 | $ 575 | (6,024,246) | (6,023,671) | |||
Balance at the end (in shares) at Jun. 30, 2022 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 2,743,638 | 2,743,638 | ||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | (903,549) | (903,549) | ||||
Balance at the end at Sep. 30, 2022 | $ 575 | (4,184,157) | (4,183,582) | |||
Balance at the end (in shares) at Sep. 30, 2022 | 5,750,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 575 | (3,740,653) | (3,740,078) | |||
Balance at the beginning (in shares) at Dec. 31, 2022 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 2,808,136 | 2,808,136 | ||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | (2,613,317) | (2,613,317) | ||||
Balance at the end at Mar. 31, 2023 | $ 575 | (3,545,834) | (3,545,259) | |||
Balance at the end (in shares) at Mar. 31, 2023 | 5,750,000 | |||||
Balance at the beginning at Dec. 31, 2022 | $ 575 | (3,740,653) | (3,740,078) | |||
Balance at the beginning (in shares) at Dec. 31, 2022 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 4,141,812 | |||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | $ (4,826,979) | (4,826,979) | ||||
Balance at the end at Sep. 30, 2023 | $ 575 | (4,425,820) | (4,425,245) | |||
Balance at the end (in shares) at Sep. 30, 2023 | 5,750,000 | |||||
Balance at the beginning at Mar. 31, 2023 | $ 575 | (3,545,834) | (3,545,259) | |||
Balance at the beginning (in shares) at Mar. 31, 2023 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 1,805,503 | 1,805,503 | ||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | (1,638,070) | (1,638,070) | ||||
Fair value of transferred Class B Shares (non-redemption agreements) | (4,802,931) | (4,802,931) | ||||
Deemed capital contribution from non-redemption agreements | $ 4,802,931 | 4,802,931 | ||||
Balance at the end at Jun. 30, 2023 | $ 575 | (3,378,401) | (3,377,826) | |||
Balance at the end (in shares) at Jun. 30, 2023 | 5,750,000 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (471,827) | (471,827) | ||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | (575,592) | (575,592) | ||||
Balance at the end at Sep. 30, 2023 | $ 575 | $ (4,425,820) | $ (4,425,245) | |||
Balance at the end (in shares) at Sep. 30, 2023 | 5,750,000 |
UNAUDITED CONDENSED INTERIM S_3
UNAUDITED CONDENSED INTERIM STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||||
Net income | $ 4,141,812 | $ 8,355,883 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Change in fair value of derivative liabilities | $ 790,817 | $ (2,102,884) | (451,707) | (7,980,865) | ||
Change in fair value of convertible note - related party | (3,640) | 7,979 | (66,794) | (33,769) | ||
Income from investments held in Trust Account | (575,592) | (903,549) | (4,826,979) | (1,268,013) | ||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 245,825 | 272,775 | ||||
Accounts payable | 103,854 | 1,348 | ||||
Accrued expenses | 26,294 | (41,306) | ||||
Net cash used in operating activities | (827,695) | (693,947) | ||||
Cash Flows from Investing Activities: | ||||||
Cash withdrawn from Trust Account in connection with redemption | 197,854,025 | |||||
Net cash provided by investing activities | 197,854,025 | |||||
Cash Flows from Financing Activities: | ||||||
Proceeds from convertible note - related party | 744,600 | |||||
Redemption of Class A ordinary shares | (197,854,025) | |||||
Net cash used in financing activities | (197,109,425) | |||||
Net change in cash | (83,095) | (693,947) | ||||
Cash - beginning of the period | $ 116,320 | 116,320 | 740,639 | $ 740,639 | ||
Cash - end of the period | 33,225 | 46,692 | 33,225 | 46,692 | $ 116,320 | |
Supplemental disclosure of noncash financing activities: | ||||||
Deemed capital contribution from non-redemption agreements | 4,802,931 | |||||
Fair value of transferred Class B shares (non-redemption agreements) | (4,802,931) | |||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | $ 575,592 | $ 2,613,317 | $ 903,549 | $ 4,826,979 | $ 1,187,011 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Chain Bridge I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on partnering with a technology company that will advance U.S. national security and intelligence interests. As of September 30, 2023, the Company had not yet commenced operations. All activity for the period from January 21, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and since the closing of the Initial Public Offering, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 st The Company’s sponsor is Chain Bridge Group, a Cayman Islands exempted limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 9, 2021. On November 15, 2021, the Company consummated its Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), including 3,000,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $5.7 million, of which approximately $254,000 was for offering costs allocated to derivative warrant liabilities. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 10,550,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor and CB Co-Investment LLC (“CB Co-Investment”), generating proceeds of approximately $10.6 million (Note 4). In addition, upon closing of the Initial Public Offering, CB Co-Investment loaned the Company $1,150 thousand at no interest (the “CB Co-Investment Loan”). On November 16, 2022, the Sponsor agreed to loan the Company up to $1,200 thousand pursuant to an unsecured non-interest bearing convertible promissory note (“Additional Convertible Note”). Such Additional Convertible Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such Additional Convertible Note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of Sponsor, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Company had an outstanding balance of $1,094,600 and $350,000, respectively, under the Additional Convertible Note. (Note 5). Upon the closing of the Initial Public Offering, $234.6 million ($10.20 per Unit) of net proceeds, including the net proceeds of the Initial Public Offering, certain of the proceeds of the Private Placement and the proceeds from the convertible promissory note issued to CB Co-Investment, were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, or the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants and the proceeds from the promissory note issued to CB Co-Investment, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the interest earned on the trust account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the partner business or otherwise acquires a controlling interest in the partner business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The Company expects the pro rata price to be $10.20 per share (such amount may be increased by $0.10 per Public Share for each three-month extension of the time to consummate the initial Business Combination, as described below), 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). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC Topic 480”). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the Amended and Restated Memorandum and Articles of Association, which was adopted by the Company upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder 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. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”), and the executive officers and directors of the Company, 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 a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. As a result of the amendment to the Company’s Amended and Restated Memorandum and Articles of Association approved by the Company’s shareholders, as discussed below, the Company has until January 15, 2024 (the “Extended Date”) to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination by the Extended Date, the Company may, by resolution of the board of directors of the Company if requested by the Sponsor, extend the period of time to consummate a Business Combination up to three times, each by an additional month up to February 15, 2024 (the “Additional Extended Date”), the date (the “Termination Date”) by which, if the Company has not consummated a Business Combination, the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten The Company’s Sponsor, officers and directors agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months, or November 15, 2023 (or within up to 27 months, if elected to further extend the date to consummate an initial Business Combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024), 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 On May 12, 2023, at an extraordinary general meeting of its shareholders (the “Special Meeting”) the Company’s shareholders approved a proposal to amend the Company’s existing Amended and Restated Memorandum and Articles of Association to extend the date to consummate an initial Business Combination from May 15, 2023 to November 15, 2023 and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024, the date by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities, the Company must: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten In connection with the Special Meeting, the Company, the Sponsor and CB Co-Investment have entered into non-redemption agreements (the “Non-Redemption Agreements”), with several unaffiliated third parties (“Investors”), pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 4,000,000 Public Shares (“Non-Redeemed Shares”) in connection with the Special Meeting. In exchange for the foregoing commitments not to redeem such Public Shares, the Sponsor and CB Co-Investment, as applicable, agreed to transfer an aggregate of 1,000,000 ordinary shares of the Company held by the Sponsor or CB Co-Investment, as applicable, plus up to an additional aggregate of 500,000 ordinary shares of the Company held by the Sponsor or CB Co-Investment, as applicable, with such number of additional ordinary shares of the Company to be determined based upon the date of the consummation of the Company’s initial Business Combination. On June 13, 2023, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that since the Company’s aggregate market value of its outstanding warrants was less than $1 million, the Company was no longer in compliance with the Nasdaq Global Market continued listing criteria set forth in Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market value of its outstanding warrants of at least $1 million (the “Notice”). The Notice additionally indicates that the Company, pursuant to the Listing Rules had until July 28, 2023, to submit a plan to regain compliance. The Company did not submit to Nasdaq such a plan to regain compliance. Effective as of December 4, 2023, the Company switched from Nasdaq Global Market to Nasdaq Capital Market. On June 14, 2023, the board of directors of the Company approved the grant of 30,000 restricted stock units (“RSUs”) to Mr. Roger Lazarus as compensation for services provided to the Company. Such RSUs will be granted to Mr. Lazarus upon the effectiveness of a registration statement filed by the Company with the SEC covering the RSUs and the shares issuable upon settlement of the RSUs, subject, in each case, to the Letter Agreement. (see Note 6). The Initial Shareholders 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 Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the Marketing Fee (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution in the Trust Account will be less than the $10.20 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective partner business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective partner business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective partner 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. There can be no guarantee that the Company will be successful in obtaining such waivers from its targeted vendors and service providers. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 statement 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. Risks and Uncertainties Management continues to evaluate the current or anticipated military conflicts, including between Russia and Ukraine, and Israel and Hamas, terrorism, sanctions or other geopolitical events as well as adverse developments in the economy and capital markets, including rising energy costs, inflation and interest rates, in the United States and globally, on the industry and has concluded that while it is reasonably possible that these events 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 unaudited condensed interim financial statements. The unaudited condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 12, 2023, the FDIC, the Department of Treasury and the Federal Reserve issued a joint statement indicating that actions would be taken to complete the FDIC’s resolution of SVB in a manner that protects depositors. The financial institution was reopened by the FDIC on March 13, 2023, with customers having full access to their deposits and debt facilities as at the time of the closure. On March 26, 2023, the FDIC entered into a purchase and assumption agreement for all deposits and loans of Silicon Valley Bridge Bank, National Association with First Citizens Bank & Trust Company. Management has evaluated the situation and since the Company is not a borrower or party to any such instruments with SVB or any other financial institution currently in receivership, there is no material impact on the unaudited condensed interim financial statements of the Company. On May 1, 2023, First Republic Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. To protect depositors, the FDIC entered into a purchase and assumption agreement with JPMorgan Chase Bank, National Association, Columbus, Ohio, to assume all of the deposits and substantially all of the assets of First Republic Bank. Management has evaluated the situation and determined there is no material impact on the unaudited condensed interim financial statements of the Company. Liquidity and Capital Resources As of September 30, 2023, the Company had approximately $33,000 in its operating bank account and working capital deficit of approximately $53,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor and CB Co-Investment to cover for certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5) and a loan from related party of approximately $244,000. The Company fully repaid the Note on November 17, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, the Private Placement held outside of the Trust Account and the issuance of the Convertible Notes. As of September 30, 2023 and December 31, 2022, there was $2,244,600 and $1,500,000, respectively, outstanding under the working capital loans (convertible notes). The Company has until January 15, 2024 to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination by the Extended Date, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to one additional time, by an additional month up to February 15, 2024 (the “Additional Extended Date”), the date (the “Termination Date”) by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a “Business Combination”), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares sold in the Company’s initial public offering (the “Public Shares”); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 15, 2024. The unaudited condensed interim financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 17, 2023. Use of Estimates The preparation condensed interim financial statements conformity GAAP requires management make estimates and assumptions that reported amounts assets and liabilities disclosure contingent assets liabilities the condensed interim statements and the reported amounts income and expenses during reporting period. Making estimates require management exercise significant judgment. least reasonably possible the estimate the condition, situation circumstances existed the date condensed interim financial statements, which management considered in formulating its estimate, could change in the term more future confirming events. Accordingly, results could differ significantly those estimates. Cash and Cash Equivalents The Company considers all short-term investments original maturity three months less when purchased equivalents. September 30 the Company no cash equivalents. Concentration of Credit Risk Financial (“FDIC”) Financial Instruments The value Company’s assets and liabilities qualify financial instruments under the ASC Topic “Fair Value Measurements,” equal approximate carrying represented primarily to their short-term nature. Fair Value Measurements Fair value defined price would received for sale an for transfer liability, orderly transaction between market participants measurement date. GAAP establishes value hierarchy, which prioritizes inputs used measuring value. The hierarchy gives highest priority to unadjusted prices active markets identical assets liabilities measurements) and the lowest priority to unobservable inputs (Level measurements). These tiers consist ● 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 Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The 22,050,000 warrants that were issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 forward purchase securities (“Forward Purchase Securities”), were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such Public Warrants. As of September 30, 2023 and December 31, 2022, the fair value of the Forward Purchase Securities are measured using a Monte Carlo simulation, and the fair value of the convertible note is measured using Black-Scholes model. As of September 30, 2023 and December 31, 2022, the fair value of Private Placement Warrants was determined based on the quoted price of the Public Warrants. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 4,151,134 and 23,000,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets, respectively. On May 12, 2023, the Company held an extraordinary general meeting of its shareholders (the “Special Meeting”) at which the Company’s shareholders approved a proposal to amend the Company’s existing Amended and Restated Memorandum and Articles of Association to extend from May 15, 2023 to November 15, 2023 (the “Extended Date”) and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024, the date by which, if the Company has not consummated an initial Business Combination, the Company must: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten As of September 30, 2023 and December 31, 2022, the amounts of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (8,740,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (5,469,344) Plus: Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 18,809,344 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Plus: Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 3,096,114 Class A ordinary shares subject to possible redemption, December 31, 2022 237,696,114 Plus: Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 4,826,979 Less: Redemptions of Class A ordinary shares (197,854,025) Class A ordinary shares subject to possible redemption, September 30, 2023 (unaudited) $ 44,669,068 Net Income Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 22,050,000 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended September 30 (unaudited), September 30 (unaudited), 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income $ (197,817) $ (274,010) $ 2,194,910 $ 548,727 $ 2,911,682 $ 1,230,130 $ 6,684,706 $ 1,671,177 Denominator: Basic and diluted weighted average ordinary shares outstanding 4,151,134 5,750,000 23,000,000 5,750,000 13,610,089 5,750,000 23,000,000 5,750,000 Basic and diluted net (loss) income per ordinary share $ (0.05) $ (0.05) $ 0.10 $ 0.10 $ 0.21 $ 0.21 $ 0.29 $ 0.29 Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Topic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC Topic 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the unaudited condensed interim financial statements. Management believe other recently issued, but effective, accounting standards would have material accompanying unaudited condensed interim financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering On November 15, 2021, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $230.0 million, and incurring offering costs of approximately $5.7 million, of which approximately $254,000 was for offering costs allocated to derivative warrant liabilities. Each Unit consists of one Class A ordinary share and one |
Private Placement Warrants
Private Placement Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement Warrants | |
Private Placement Warrants | Note 4 — Private Placement Warrants Simultaneously the closing Initial Public Offering, the Company consummated the Private Placement 10,550,000 Placement at Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was 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 Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable except as described below in Note 8 and exercisable on a cashless basis. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days completion initial Combination. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On February 3, 2021, the Sponsor and CB Co-Investment paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of an aggregate of 8,625,000 Class B ordinary shares (the “Founder Shares”). The Sponsor purchased 7,195,714 of the Founder Shares and CB Co-Investment purchased 1,429,286 of the Founder Shares. On April 9, 2021, CB Co-Investment transferred 28,571 Founder Shares to the Sponsor at their original purchase price. On October 1, 2021, the Sponsor forfeited 2,408,095 and CB Co-Investment forfeited 466,905 Founder Shares, in each case, for no consideration. On November 9, 2021, the Sponsor transferred an aggregate of 156,000 Founder Shares to three of the Company’s directors, the chief financial officer and two of the Company’s advisors. As a result, the Sponsor had 4,660,190 Founder Shares and CB Co-Investment had 933,810 Founder Shares outstanding. The transfer of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of September 30, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has 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 Founders Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. The Sponsor and CB Co-Investment agreed to forfeit up to an aggregate of 750,000 Founder Shares to the extent that the option to purchase additional Units was not exercised in full by the underwriters, so that the Founder Shares would represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on November 15, 2021; thus, these 750,000 Founder Shares were no longer subject to forfeiture. On October 13, 2022, the Sponsor exercised its right to repurchase 12,500 Class B ordinary shares from Nathaniel Fick for an aggregate purchase price of $54.35, due to his resignation from the board of directors of the Company, effective as of August 1, 2022, pursuant to that certain Share Transfer Agreement, among the Company, the sponsor and Nathaniel Fick, dated November 9, 2021. The Initial Shareholders, and the executive officers and directors of the Company, agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property, Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Related Party Loans Promissory Note to Sponsor On February 1, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for the payment of costs related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the closing of the Initial Public Offering. The Company had borrowed approximately $244,000 under the Note. The Company fully repaid Convertible Note — Related Party Upon closing of the Initial Public Offering, CB Co-Investment loaned the Company approximately $1.2 million to deposit into Trust Account, in exchange for a non-interest bearing, unsecured convertible promissory note (“Convertible Note”). Such Convertible Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such promissory note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of CB Co-Investment and/or its designees, converted into additional warrants at a price of $1.00 per warrant. On November 16, 2022, the Sponsor agreed to loan the Company up to $1.2 million pursuant to an unsecured non-interest bearing convertible promissory note (“Additional Convertible Note”). Such Additional Convertible Note will not be repaid in the event that the Company is unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such Additional Convertible Note would either be paid upon consummation of the Company’s initial Business Combination, or, at the discretion of Sponsor, converted into additional warrants at a price of $1.00 per warrant, which warrants will be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, a total of $1,094,600 and $350,000, respectively, have been drawn under the Additional Convertible Note. Working Capital Loan In addition, in to fund working capital deficiencies finance transaction costs connection Combination, Sponsor affiliate Sponsor, certain the Company’s officers and directors may, obligated to, loan the Company may required (“Working Capital If Company completes Business Combination, Company may repay Working Capital Loans proceeds Account released to the Company. Otherwise, the Working Capital may repaid only funds outside Trust Account. In event that Business Combination close, Company portion proceeds held outside the Account repay the Working Capital Loans, proceeds held in the Trust Account would used repay Convertible Note and Working Capital Loans. The Working Capital Loans would either repaid consummation Combination, without interest, lender’s discretion, to million the Working Capital Loans convertible warrants Business Combination entity price $1.00 per The would identical Private Placement Except foregoing, the terms Working Capital Loans, any, have been determined and written agreements exist respect such loans. Administrative Services Agreement On November the Company entered into agreement provided that, Company pay Sponsor $20,000 per month secretarial administrative services provided the Company through earlier consummation initial Business Combination and liquidation. On July 14, 2022, the Company entered into an Amended and Restated Administrative Services Agreement with the Sponsor, to increase the amount payable to the Sponsor (in an amount not to exceed the aggregate sum of $30,000 per month). For the three and nine months ended September 30, 2023, the Company incurred expenses of $90,000 and $270,000 under this agreement, respectively. For the three and nine months ended September 30, 2022, the Company incurred expenses of $90,000 and $210,000 under this agreement, respectively. In addition, the Sponsor, officers and directors, and any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential partner businesses and performing due diligence on suitable Business Combinations. The audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account. As of September 30, 2023 and December 31, 2022, the Company had no outstanding balance payable to a related party as it relates to this agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants, the Forward Purchase Securities and warrants that may be issued upon conversion of the Convertible Note and the Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants, Forward Purchase Warrants and warrants that may be issued upon conversion of such loans) were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised their over-allotment option in full on November 15, 2021. The underwriters were entitled to an underwriting discount of $0.20 per Unit, or $4.6 million in the aggregate, paid upon the closing of the Initial Public Offering. Business Combination Marketing Agreement On November 9, 2021, the Company entered into an agreement with one of the underwriters, Cowen and Company, LLC, as advisors in connection with the Company’s Business Combination to assist the Company in holding meetings with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with the potential Business Combination, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company agreed to pay a fee for such services (the “Marketing Fee”) upon the consummation of the initial Business Combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the Initial Public Offering, or approximately $8.1 million in the aggregate. As a result, the underwriters will not be entitled to such fee unless the Company consummates its initial Business Combination. As of September 30, 2023 and December 31, 2022, the Company determined that a Business Combination is not considered probable. Forward Purchase Agreement Franklin Strategic Series — Franklin Growth Opportunities Fund (“Franklin”) on November 1, 2021 entered into a forward purchase agreement (“Forward Purchase Agreement”) with the Company that provides for the purchase by Franklin, in the aggregate, of 6,000,000 Forward Purchase Securities, for an aggregate purchase price of $40.0 million, with each Forward Purchase Security consisting of one Class A ordinary share and one The Forward Purchase Securities will not have any redemption rights in connection with the initial Business Combination and will not be entitled to liquidating distributions from the Trust Account if the Company fails to complete the initial Business Combination within the prescribed time frame. The Forward Purchase Securities, to the extent issued prior to the record date for a shareholder vote on the initial Business Combination or any other matter, will have the right to vote on such matter with all other holders of the outstanding Class A ordinary shares; provided that if the Company seeks shareholder approval of a proposed initial Business Combination after Franklin has purchased the Forward Purchase Securities, Franklin agreed under the forward purchase agreement to vote any of the Class A ordinary shares owned by Franklin in favor of any proposed initial Business Combination. The Forward Purchase Securities sold pursuant to the Forward Purchase Agreement will be identical to the Class A ordinary shares and redeemable warrants included in the Units being sold in the Initial Public Offering, except as described herein. In addition, the Forward Purchase Securities will have certain registration rights, so long as such Forward Purchase Securities are held by Franklin or any third party to which Franklin transfers any portion of its obligation under the Forward Purchase Agreement. The capital from such private placement would be used as part of the consideration to the sellers in the initial Business Combination, and any excess capital from such private placement would be used for working capital in the post-transaction company. Non-Redemptions Agreements In connection with the extraordinary general meeting of shareholders (the “Special Meeting”) of the Company, to extend the date by which the Company has to consummate a Business Combination (the “Articles Extension”) from May 15, 2023 to November 15, 2023 (with right to extend additionally for three 1 month increments through February 15, 2024) the Company, the Sponsor (or the “Seller”) and CB Co-Investment have entered into one or more non-redemption agreements (the “Non-Redemption Agreements”), with several unaffiliated third parties (“Investors”), pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 4,000,000 previously-held Class A ordinary shares of the Company (“Non-Redeemed Shares”) in connection with the Articles Extension. In exchange for the foregoing commitments not to redeem such previously-held Class A ordinary shares, the Sponsor and CB Co-Investment, as applicable, agreed to transfer an aggregate of 1,000,000 ordinary shares of the Company held by the Sponsor or CB Co-Investment, as applicable, plus up to an additional aggregate of 500,000 ordinary shares of the Company held by the Sponsor or CB Co-Investment, as applicable, with such number of additional ordinary shares of the Company to be determined based upon the date of the consummation of the Company’s initial Business Combination. The Company estimated the aggregate fair value of a weighted number of founder shares based on the likelihood of consummating an initial Business Combination beyond November 15, 2023, or 1,166,663 founder shares, attributable to the Non-Redeeming Stockholders to be $4,802,931 or $4.12 per share. Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was determined to be an offering cost in accordance with the SEC Staff Accounting Bulletin (“SAB”) Topic 5A – Expenses of Offering. Accordingly, in substance, it was recognized by the Company as a capital contribution by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost. The fair value of the founder shares were based on a Monte Carlo Model using the following significant inputs: May 10, 2023 Stock price $ 10.42 Risk free rate 4.25 % Remaining life 1.56 Volatility 5.4 % Probability of transaction 40 % Letter and Joinder Agreement In connection with the grant of the RSUs to Mr. Lazarus, the Company and Mr. Lazarus entered into Letter Agreement dated June 15, 2023 and Joinder Agreement dated June 20, 2023. Pursuant to which, among other things, the Company agreed to grant Mr. Lazarus 30,000 RSUs of the Company subject to the terms and conditions set forth therein; Mr. Lazarus has agreed to vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company’s initial Business Combination; facilitate the liquidation and winding up of the Company if an initial Business Combination is not consummated within the time period required by its Amended and Restated Memorandum and Articles of Association; and certain transfer restrictions with respect to the Company’s securities. Through the Joinder Agreement, Mr. Lazarus became a party to that certain Registration and Shareholder Rights Agreement, dated November 9, 2021, among the Company, the Sponsor, CB Co-Investment and certain equity holders of the Company, which provides for, among other things, customary demand and piggy-back registration rights. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary shares Class B Ordinary shares Class A and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of the Founder Shares may remove a member of the board of directors for any reason. The provisions of the Amended and Restated Memorandum and Articles of Association governing the appointment or removal of directors prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least two-thirds of the issued and outstanding Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering, plus the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class A ordinary shares by Public Shareholders), excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination, and any Forward Purchase Securities and any Private Placement Warrants issued to the Sponsor or CB Co-Investment, members of the Company’s founding team or any of their affiliates upon conversion of the Convertible Note and Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Warrants | Note 8 —Warrants As of September 30, 2023 and December 31, 2022, the Company had 11,500,000 Public Warrants and 10,550,000 Private Placement Warrants outstanding. Public Warrants may exercised for number shares. No fractional Public issued separation Units whole Public Warrants trade. The Public Warrants become exercisable later The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to Franklin, the initial shareholders or their affiliates, without taking into account any founder shares held by the initial shareholders or such affiliates, as applicable, or any forward purchase securities held by Franklin, prior to such issuance including any transfer or reissuance of such shares) (the “Newly Issued Price”), (y) The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except (i) that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) except as described below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, CB Co-Investment or their respective permitted transferees and (iii) the Sponsor or its permitted transferees will have the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrant when the price per share of Class A ordinary shares equals or exceeds $18.00 . become exercisable, Company redeem the outstanding cash: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”). Redemption of warrants when the price per share of Class A ordinary shares equals or exceeds $10.00 . Once become exercisable, Company redeem the outstanding ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair value” of Class A ordinary shares; ● if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30 -trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability to cashless exercise its warrants) as the outstanding Public Warrants as described above. The “fair value” of Class A ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). In no event will the Company be required to net cash settle any warrant. 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 warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 —Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. September 30, 2023 (unaudited) Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 44,769,068 $ — $ — Liabilities: Convertible note - related party $ — $ — $ 2,109,352 Derivative liabilities- Public Warrants $ 920,000 $ — $ — Derivative liabilities- Private Placement Warrants $ — $ 844,000 $ — Derivative liabilities - Forward Purchase Agreement $ — $ — $ 331,528 December 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 237,795,799 $ — $ — Liabilities: Convertible note - related party $ — $ — $ 1,431,546 Derivative liabilities- Public Warrants $ 1,150,000 $ — $ — Derivative liabilities- Private Placement Warrants $ — $ 1,055,000 $ — Derivative liabilities - Forward Purchase Agreement $ — $ — $ 342,235 (1) Excludes $315 of cash balance held within the Trust Account Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement, when the Public Warrants were separately listed and traded in an active market in December 2021. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement in January 2022, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. There were no other transfers between levels of the hierarchy for the three and nine months ended September 30, 2023. Level 1 assets include investments in U.S. treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The initial estimated fair value as of November 15, 2021, of the Public Warrants, the Private Placement Warrants, and the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation, determined using Level 3 inputs. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. As of September 30, 2023 and December 31, 2022, the fair value of the Forward Purchase Securities are measured using a Monte Carlo simulation, and the fair value of the convertible note is measured using a Black-Scholes model. As of September 30, 2023 and December 31, 2022, the fair value of Private Placement Warrants was determined based on the quoted price of the Public Warrants. Inherent in a Monte Carlo simulation and Black-Scholes model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The following table provides quantitative information regarding Level 3 fair value measurements inputs at September 30, 2023 and December 31, 2022 measurement date: September 30, 2023 (unaudited) Private Placement Forward Purchase Warrants Agreements Convertible Note Exercise price $ 11.50 $ 10.00 $ 1.00 Stock price $ 10.78 $ 9.63 $ 0.08 Term (years) 5.34 0.34 0.34 Volatility 6.0 % — 32.6 % Risk-free rate 4.50 % 5.39 % 5.39 % Dividend yield 0.0 % 0.0 % 0.0 % December 31, 2022 Private Placement Forward Purchase Warrants Agreements Convertible Note Exercise price $ 11.50 $ 10.00 $ 1.00 Stock price $ 10.28 $ 10.85 $ 0.10 Term (years) 5.29 0.29 0.29 Volatility 6.0 % — 42.3 % Risk-free rate 3.91 % 4.37 % 4.37 % Dividend yield 0.0 % 0.0 % 0.0 % The change in the fair value of the derivative liabilities measured using Level 3 inputs for the three and nine months ended September 30, 2023 and 2022, is summarized as follows: Derivative liabilities at December 31, 2022 $ 342,235 Change in fair value of derivative warrant liabilities - forward purchase agreement (7,603) Derivative liabilities at March 31, 2023 (unaudited) $ 334,632 Change in fair value of derivative warrant liabilities - forward purchase agreement (132,421) Derivative liabilities at June 30, 2023 (unaudited) $ 202,211 Change in fair value of derivative warrant liabilities - forward purchase agreement 129,317 Derivative liabilities at September 30, 2023 (unaudited) $ 331,528 Derivative liabilities at December 31, 2021 $ 5,694,560 Transfer of Private Placement Warrants to Level 2 (5,301,100) Change in fair value of derivative warrant liabilities - forward purchase agreement 385,990 Derivative liabilities at March 31, 2022 (unaudited) $ 779,450 Change in fair value of derivative warrant liabilities - forward purchase agreement (7,451) Derivative liabilities at June 30, 2022 (unaudited) $ 771,999 Change in fair value of derivative warrant liabilities - forward purchase agreement (338,884) Derivative liabilities at September 30, 2022 (unaudited) $ 433,115 The change in the fair value of the convertible note – related party measured using Level 3 inputs for the three and nine months ended September 30, 2023 and 2022, is summarized as follows: Convertible note - related party at December 31, 2022 $ 1,431,546 Additional issuance of convertible note - related party 391,000 Change in fair value of convertible note - related party (70,040) Convertible note - related party at March 31, 2023 (unaudited) $ 1,752,506 Additional issuance of convertible note - related party 153,600 Change in fair value of convertible note - related party 6,886 Convertible note - related party at June 30, 2023 (unaudited) $ 1,912,992 Additional issuance of convertible note - related party 200,000 Change in fair value of convertible note - related party (3,640) Convertible note - related party at September 30, 2023 (unaudited) $ 2,109,352 Convertible note - related party at December 31, 2021 $ 1,053,556 Change in fair value of convertible note - related party 4,208 Convertible note - related party at March 31, 2022 (unaudited) $ 1,057,764 Change in fair value of convertible note - related party (45,956) Convertible note - related party at June 30, 2022 (unaudited) $ 1,011,808 Change in fair value of convertible note - related party 7,979 Convertible note - related party at September 30, 2022 (unaudited) $ 1,019,787 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed interim financial statements were issued. Except for the identified below, the Company did not identify any subsequent events, that would have required adjustment or disclosure in the unaudited condensed interim financial statements. On October 31, 2023, the Company disclosed on a Current Report on Form 8-K indicating the Company’s intent to (a) redeem all of its outstanding Class A ordinary shares, (b) cease all operations as of November 15, 2023, except those required to wind up the Company’s business, and (c) subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law, after concluding that the Company would be unlikely to complete an initial Business Combination by November 15, 2023 (twenty-four months from the closing of the Company’s initial public offering). On November 14, 2023 the Company disclosed on a Current Report on Form 8-K that the Company decided (a) not to redeem all of its outstanding Class A ordinary shares as of November 15, 2023, as previously disclosed on October 31, 2023, and (b) to extend its business operations for an additional month, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association. On December 13, 2023, the board of directors of the Company adopted a resolution to extend the Company’s business operations until January 15, 2024. The Company did not file its 2023 Q3 financial results and quarter report on Form 10-Q by the November 15, 2023 deadline because of its original intent to cease all operations as of November 15, 2023 and liquidate and dissolve the Company as disclosed in the Company’s Current Reports on Form 8-K. Effective as of December 4, 2023, the Company switched from the Nasdaq Global Market to the Nasdaq Capital Market. The Company’s Class A ordinary shares and units are trading on the Nasdaq Capital Market under the symbols “CBRG” and “CBRGU”, respectively. On December 8, 2023, the Company, the Sponsor, CB Co-Investment LLC (“CB Co-Investment” and, together with the Sponsor, the “Sellers”) and Fulton AC I LLC (“Buyer”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which Buyer will acquire from the Sellers an aggregate of (i) 3,035,000 Class B ordinary shares and (ii) warrants to purchase 7,385,000 Class A ordinary shares exercisable 30 days after the consummation of a Business Combination with one or more businesses in accordance with the Company’s Amended and Restated Memorandum and Articles of Association. Consummation of the transactions contemplated by the Securities Purchase Agreement requires, among other things, the conversion of the $1,150 thousand outstanding principal balance under the promissory note issued by CB Co-Investment to the Company into warrants as contemplated in that certain Warrant Agreement, dated November 9, 2021 by and between the Company and Continental Stock Transfer & Trust Company, the termination of all other outstanding loans to the Company by the Sponsor and the resignation of each current member of the Company’s board of directors and its chief executive officer and the election or designation of individuals to fill such vacancies. On December 11, 2023, pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder, the Company filed with the SEC and transmitted to its shareholders an information statement on Schedule 14f-1 (the “Schedule 14F”) setting out information about the changes to the Company’s board of directors and its chief executive officer. The transactions contemplated by the Securities Purchase Agreement will not be consummated until at least 10 days have passed after the filing and transmittal of the Schedule 14F. Subsequent to September 30, 2023, the Company drew down the remaining amount available under the Additional Convertible Note, resulting in an outstanding balance of $1,200 thousand. On December 13, 2023, each current member of the Company’s board of directors and the Company’s chief executive officer have tendered their resignations from their positions as directors and/or officers of the Company effective upon the consummation of the transactions contemplated by the Securities Purchase Agreement. Roger Lazarus shall continue in his role as chief financial officer. There were no disagreements between the current members of the Company’s board of directors, its chief executive officer and the Company which led to their resignation. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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 statement 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. |
Risks and Uncertainties | Risks and Uncertainties Management continues to evaluate the current or anticipated military conflicts, including between Russia and Ukraine, and Israel and Hamas, terrorism, sanctions or other geopolitical events as well as adverse developments in the economy and capital markets, including rising energy costs, inflation and interest rates, in the United States and globally, on the industry and has concluded that while it is reasonably possible that these events 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 unaudited condensed interim financial statements. The unaudited condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 12, 2023, the FDIC, the Department of Treasury and the Federal Reserve issued a joint statement indicating that actions would be taken to complete the FDIC’s resolution of SVB in a manner that protects depositors. The financial institution was reopened by the FDIC on March 13, 2023, with customers having full access to their deposits and debt facilities as at the time of the closure. On March 26, 2023, the FDIC entered into a purchase and assumption agreement for all deposits and loans of Silicon Valley Bridge Bank, National Association with First Citizens Bank & Trust Company. Management has evaluated the situation and since the Company is not a borrower or party to any such instruments with SVB or any other financial institution currently in receivership, there is no material impact on the unaudited condensed interim financial statements of the Company. On May 1, 2023, First Republic Bank was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. To protect depositors, the FDIC entered into a purchase and assumption agreement with JPMorgan Chase Bank, National Association, Columbus, Ohio, to assume all of the deposits and substantially all of the assets of First Republic Bank. Management has evaluated the situation and determined there is no material impact on the unaudited condensed interim financial statements of the Company. |
Liquidity and Capital Resources | Liquidity and Capital Resources As of September 30, 2023, the Company had approximately $33,000 in its operating bank account and working capital deficit of approximately $53,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor and CB Co-Investment to cover for certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 5) and a loan from related party of approximately $244,000. The Company fully repaid the Note on November 17, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering, the Private Placement held outside of the Trust Account and the issuance of the Convertible Notes. As of September 30, 2023 and December 31, 2022, there was $2,244,600 and $1,500,000, respectively, outstanding under the working capital loans (convertible notes). The Company has until January 15, 2024 to consummate an initial Business Combination. However, if the Company anticipates that it may not be able to consummate the initial Business Combination by the Extended Date, the Company may, by resolution of its board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to one additional time, by an additional month up to February 15, 2024 (the “Additional Extended Date”), the date (the “Termination Date”) by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities (a “Business Combination”), the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Class A ordinary shares sold in the Company’s initial public offering (the “Public Shares”); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that the liquidity condition and the date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after January 15, 2024. The unaudited condensed interim financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the period presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 17, 2023. |
Use of Estimates | Use of Estimates The preparation condensed interim financial statements conformity GAAP requires management make estimates and assumptions that reported amounts assets and liabilities disclosure contingent assets liabilities the condensed interim statements and the reported amounts income and expenses during reporting period. Making estimates require management exercise significant judgment. least reasonably possible the estimate the condition, situation circumstances existed the date condensed interim financial statements, which management considered in formulating its estimate, could change in the term more future confirming events. Accordingly, results could differ significantly those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments original maturity three months less when purchased equivalents. September 30 the Company no cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial (“FDIC”) |
Financial Instruments | Financial Instruments The value Company’s assets and liabilities qualify financial instruments under the ASC Topic “Fair Value Measurements,” equal approximate carrying represented primarily to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value defined price would received for sale an for transfer liability, orderly transaction between market participants measurement date. GAAP establishes value hierarchy, which prioritizes inputs used measuring value. The hierarchy gives highest priority to unadjusted prices active markets identical assets liabilities measurements) and the lowest priority to unobservable inputs (Level measurements). These tiers consist ● 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 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Upon completion of the Initial Public Offering, offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the derivative warrant liabilities were charged to operations. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of the financial instruments, including issued stock purchase warrants, and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC Topic 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The 22,050,000 warrants that were issued in connection with the Initial Public Offering (including the 11,500,000 warrants included in the Units and the 10,550,000 Private Placement Warrants) and the 4,000,000 forward purchase securities (“Forward Purchase Securities”), were recognized as derivative liabilities in accordance with ASC Topic 815. Accordingly, the Company recognized the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities will be subject to re-measurement at each balance sheet date until exercised. The fair value of the Forward Purchase Securities, Public Warrants and the Private Placement Warrants were initially measured using a Monte Carlo simulation. The fair value of Public Warrants issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such Public Warrants. As of September 30, 2023 and December 31, 2022, the fair value of the Forward Purchase Securities are measured using a Monte Carlo simulation, and the fair value of the convertible note is measured using Black-Scholes model. As of September 30, 2023 and December 31, 2022, the fair value of Private Placement Warrants was determined based on the quoted price of the Public Warrants. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for the Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 4,151,134 and 23,000,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets, respectively. On May 12, 2023, the Company held an extraordinary general meeting of its shareholders (the “Special Meeting”) at which the Company’s shareholders approved a proposal to amend the Company’s existing Amended and Restated Memorandum and Articles of Association to extend from May 15, 2023 to November 15, 2023 (the “Extended Date”) and to allow the board of directors of the Company, without another shareholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to three times, by an additional month each time, up to February 15, 2024, the date by which, if the Company has not consummated an initial Business Combination, the Company must: (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten As of September 30, 2023 and December 31, 2022, the amounts of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (8,740,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (5,469,344) Plus: Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 18,809,344 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Plus: Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 3,096,114 Class A ordinary shares subject to possible redemption, December 31, 2022 237,696,114 Plus: Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 4,826,979 Less: Redemptions of Class A ordinary shares (197,854,025) Class A ordinary shares subject to possible redemption, September 30, 2023 (unaudited) $ 44,669,068 |
Net Income Per Share | Net Income Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average shares of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 22,050,000 Class A ordinary shares in the calculation of diluted income per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income per share is the same as basic net income per share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Company has considered the effect of Class B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company has included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended September 30 (unaudited), September 30 (unaudited), 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income $ (197,817) $ (274,010) $ 2,194,910 $ 548,727 $ 2,911,682 $ 1,230,130 $ 6,684,706 $ 1,671,177 Denominator: Basic and diluted weighted average ordinary shares outstanding 4,151,134 5,750,000 23,000,000 5,750,000 13,610,089 5,750,000 23,000,000 5,750,000 Basic and diluted net (loss) income per ordinary share $ (0.05) $ (0.05) $ 0.10 $ 0.10 $ 0.21 $ 0.21 $ 0.29 $ 0.29 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Topic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The ASU amends ASC Topic 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this pronouncement on the unaudited condensed interim financial statements. Management believe other recently issued, but effective, accounting standards would have material accompanying unaudited condensed interim financial statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of reconciliation of Class A ordinary shares reflected on the balance sheets | Gross proceeds from Initial Public Offering $ 230,000,000 Less: Fair value of Public Warrants at issuance (8,740,000) Offering costs allocated to Class A ordinary shares subject to possible redemption (5,469,344) Plus: Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 18,809,344 Class A ordinary shares subject to possible redemption, December 31, 2021 234,600,000 Plus: Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 3,096,114 Class A ordinary shares subject to possible redemption, December 31, 2022 237,696,114 Plus: Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption 4,826,979 Less: Redemptions of Class A ordinary shares (197,854,025) Class A ordinary shares subject to possible redemption, September 30, 2023 (unaudited) $ 44,669,068 |
Schedule of reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share | For the Three Months Ended For the Nine Months Ended September 30 (unaudited), September 30 (unaudited), 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income $ (197,817) $ (274,010) $ 2,194,910 $ 548,727 $ 2,911,682 $ 1,230,130 $ 6,684,706 $ 1,671,177 Denominator: Basic and diluted weighted average ordinary shares outstanding 4,151,134 5,750,000 23,000,000 5,750,000 13,610,089 5,750,000 23,000,000 5,750,000 Basic and diluted net (loss) income per ordinary share $ (0.05) $ (0.05) $ 0.10 $ 0.10 $ 0.21 $ 0.21 $ 0.29 $ 0.29 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Schedule of significant inputs for fair value of the founder shares | May 10, 2023 Stock price $ 10.42 Risk free rate 4.25 % Remaining life 1.56 Volatility 5.4 % Probability of transaction 40 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements | |
Schedule of Company's assets and liabilities that are measured at fair value on a recurring basis | September 30, 2023 (unaudited) Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 44,769,068 $ — $ — Liabilities: Convertible note - related party $ — $ — $ 2,109,352 Derivative liabilities- Public Warrants $ 920,000 $ — $ — Derivative liabilities- Private Placement Warrants $ — $ 844,000 $ — Derivative liabilities - Forward Purchase Agreement $ — $ — $ 331,528 December 31, 2022 Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities (1) $ 237,795,799 $ — $ — Liabilities: Convertible note - related party $ — $ — $ 1,431,546 Derivative liabilities- Public Warrants $ 1,150,000 $ — $ — Derivative liabilities- Private Placement Warrants $ — $ 1,055,000 $ — Derivative liabilities - Forward Purchase Agreement $ — $ — $ 342,235 (1) Excludes $315 of cash balance held within the Trust Account |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | September 30, 2023 (unaudited) Private Placement Forward Purchase Warrants Agreements Convertible Note Exercise price $ 11.50 $ 10.00 $ 1.00 Stock price $ 10.78 $ 9.63 $ 0.08 Term (years) 5.34 0.34 0.34 Volatility 6.0 % — 32.6 % Risk-free rate 4.50 % 5.39 % 5.39 % Dividend yield 0.0 % 0.0 % 0.0 % December 31, 2022 Private Placement Forward Purchase Warrants Agreements Convertible Note Exercise price $ 11.50 $ 10.00 $ 1.00 Stock price $ 10.28 $ 10.85 $ 0.10 Term (years) 5.29 0.29 0.29 Volatility 6.0 % — 42.3 % Risk-free rate 3.91 % 4.37 % 4.37 % Dividend yield 0.0 % 0.0 % 0.0 % |
Schedule of change in the fair value of the derivative liabilities measured using Level 3 inputs | Derivative liabilities at December 31, 2022 $ 342,235 Change in fair value of derivative warrant liabilities - forward purchase agreement (7,603) Derivative liabilities at March 31, 2023 (unaudited) $ 334,632 Change in fair value of derivative warrant liabilities - forward purchase agreement (132,421) Derivative liabilities at June 30, 2023 (unaudited) $ 202,211 Change in fair value of derivative warrant liabilities - forward purchase agreement 129,317 Derivative liabilities at September 30, 2023 (unaudited) $ 331,528 Derivative liabilities at December 31, 2021 $ 5,694,560 Transfer of Private Placement Warrants to Level 2 (5,301,100) Change in fair value of derivative warrant liabilities - forward purchase agreement 385,990 Derivative liabilities at March 31, 2022 (unaudited) $ 779,450 Change in fair value of derivative warrant liabilities - forward purchase agreement (7,451) Derivative liabilities at June 30, 2022 (unaudited) $ 771,999 Change in fair value of derivative warrant liabilities - forward purchase agreement (338,884) Derivative liabilities at September 30, 2022 (unaudited) $ 433,115 |
Schedule of change in the fair value of the convertible note - related party measured using Level 3 inputs | Convertible note - related party at December 31, 2022 $ 1,431,546 Additional issuance of convertible note - related party 391,000 Change in fair value of convertible note - related party (70,040) Convertible note - related party at March 31, 2023 (unaudited) $ 1,752,506 Additional issuance of convertible note - related party 153,600 Change in fair value of convertible note - related party 6,886 Convertible note - related party at June 30, 2023 (unaudited) $ 1,912,992 Additional issuance of convertible note - related party 200,000 Change in fair value of convertible note - related party (3,640) Convertible note - related party at September 30, 2023 (unaudited) $ 2,109,352 Convertible note - related party at December 31, 2021 $ 1,053,556 Change in fair value of convertible note - related party 4,208 Convertible note - related party at March 31, 2022 (unaudited) $ 1,057,764 Change in fair value of convertible note - related party (45,956) Convertible note - related party at June 30, 2022 (unaudited) $ 1,011,808 Change in fair value of convertible note - related party 7,979 Convertible note - related party at September 30, 2022 (unaudited) $ 1,019,787 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 9 Months Ended | ||||||
May 12, 2023 USD ($) item shares | Nov. 15, 2021 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) item $ / shares shares | Sep. 30, 2022 | Jun. 14, 2023 shares | Dec. 31, 2022 USD ($) | Nov. 16, 2022 USD ($) | |
Description of Organization and Business Operations | |||||||
Condition for future business combination number of businesses minimum | item | 1 | ||||||
Share price | $ / shares | $ 9.20 | ||||||
Pro rata redemption price per share | $ / shares | 10.20 | ||||||
Increase in pro rata redemption price per share | $ / shares | $ 0.10 | ||||||
Additional extension period to consummate Business Combination | 3 months | ||||||
Period to consummate initial Business Combination | 24 months | ||||||
Maximum period to consummate initial Business Combination | 27 months | ||||||
Long-Term Debt | $ 1,200,000 | ||||||
Maximum number of times board of directors allowed for extending the date to consummation of business combination | item | 3 | ||||||
Threshold period for redemption of shares if the business combination not consummated | 10 days | ||||||
Operating bank accounts | 33,000 | ||||||
Working capital | $ 53,000 | ||||||
Restricted Stock Units (RSU) | CFO | |||||||
Description of Organization and Business Operations | |||||||
Number of shares approved for grant as compensation for service | shares | 30,000 | 30,000 | |||||
Non-Redemption Agreements | |||||||
Description of Organization and Business Operations | |||||||
Number of shares third parties agreed not to redeem shares | shares | 4,000,000 | 4,000,000 | |||||
Number of ordinary shares agreed to transfer for non-redemption of shares | shares | 1,000,000 | 1,000,000 | |||||
Additional maximum number of ordinary shares for non-redemption of shares | shares | 500,000 | 500,000 | |||||
Class A ordinary shares subject to possible redemption | |||||||
Description of Organization and Business Operations | |||||||
Number of ordinary shares exercised to redeem | shares | 18,848,866 | ||||||
Value of ordinary shares exercised to redeem | $ 197,854,025 | ||||||
Additional convertible note | |||||||
Description of Organization and Business Operations | |||||||
Long-Term Debt | $ 1,094,600 | $ 350,000 | |||||
Working capital loans warrant | |||||||
Description of Organization and Business Operations | |||||||
Additional convertible note related party | $ 2,244,600 | $ 1,500,000 | |||||
IPO | |||||||
Description of Organization and Business Operations | |||||||
Number of units sold | shares | 23,000,000 | ||||||
Purchase price, per unit | $ / shares | $ 10 | ||||||
Gross proceeds from initial public offering | $ 230,000,000 | ||||||
Offering costs | 5,700,000 | ||||||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | ||||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | ||||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||||||
Threshold percentage of public shares subject to redemption without company prior written consent | 15% | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||||
Threshold business days for redemption of public shares | 10 days | 10 days | |||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||||
IPO | Warrants | |||||||
Description of Organization and Business Operations | |||||||
Offering costs | 254,000 | ||||||
IPO | Private Placement Warrants | |||||||
Description of Organization and Business Operations | |||||||
Gross proceeds from initial public offering | $ 234,600,000 | ||||||
Sale of private placement warrants (in shares) | shares | 10,550,000 | ||||||
Price of warrant | $ / shares | $ 1 | ||||||
Share price | $ / shares | $ 10.20 | $ 10.20 | |||||
Proceeds from sale of private placement warrants | $ 10,600,000 | ||||||
Over-allotment option | |||||||
Description of Organization and Business Operations | |||||||
Number of units sold | shares | 3,000,000 | ||||||
Sponsor | |||||||
Description of Organization and Business Operations | |||||||
Aggregate purchase price | $ 25,000 | ||||||
Sponsor | Additional convertible note | |||||||
Description of Organization and Business Operations | |||||||
Loan conversion agreement warrant | $ 1,200,000 | ||||||
Sponsor | Private Placement | Private Placement Warrants | |||||||
Description of Organization and Business Operations | |||||||
Sale of private placement warrants (in shares) | shares | 10,550,000 | ||||||
Price of warrant | $ / shares | $ 1 | ||||||
Proceeds from sale of private placement warrants | $ 10,600,000 | ||||||
Cb co. investment | |||||||
Description of Organization and Business Operations | |||||||
Loan conversion agreement warrant | $ 1,150,000 | ||||||
Cb co. investment | Private Placement Warrants | |||||||
Description of Organization and Business Operations | |||||||
Price of warrant | $ / shares | $ 1 | ||||||
Cb co. investment | IPO | |||||||
Description of Organization and Business Operations | |||||||
Proceeds from related party debt | $ 244,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) | May 12, 2023 USD ($) item shares | Sep. 30, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Cash equivalents | $ | $ 0 | $ 0 | |
Warrants outstanding | 22,050,000 | ||
Maximum number of times board of directors allowed for extending the date to consummation of business combination | item | 3 | ||
Threshold period for redemption of shares if the business combination not consummated | 10 days | ||
Forward Purchase Agreements | |||
Basis of Presentation and Summary of Significant Accounting Policies | |||
Warrants outstanding | 4,000,000 | ||
Public Warrants | |||
Basis of Presentation and Summary of Significant Accounting Policies | |||
Warrants outstanding | 11,500,000 | ||
Private Placement Warrants | |||
Basis of Presentation and Summary of Significant Accounting Policies | |||
Warrants outstanding | 10,550,000 | ||
Class A ordinary shares | |||
Basis of Presentation and Summary of Significant Accounting Policies | |||
Shares subject to forfeiture | 22,050,000 | ||
Class A ordinary shares subject to possible redemption | |||
Basis of Presentation and Summary of Significant Accounting Policies | |||
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 4,151,134 | 23,000,000 | |
Number of ordinary shares exercised to redeem | 18,848,866 | ||
Value of ordinary shares exercised to redeem | $ | $ 197,854,025 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Class A ordinary shares (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||||||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | $ 575,592 | $ 1,638,070 | $ 2,613,317 | $ 903,549 | $ 283,462 | $ 4,826,979 | $ 1,187,011 | ||
Class A ordinary shares subject to possible redemption | |||||||||
Basis of Presentation and Summary of Significant Accounting Policies | |||||||||
Gross proceeds from Initial Public Offering | $ 230,000,000 | ||||||||
Fair value of Public Warrants at issuance | (8,740,000) | ||||||||
Offering costs allocated to Class A ordinary shares subject to possible redemption | (5,469,344) | ||||||||
Deemed dividend - increase in redemption value of Class A ordinary shares subject to possible redemption | 4,826,979 | $ 3,096,114 | 18,809,344 | ||||||
Redemptions of Class A ordinary shares | (197,854,025) | ||||||||
Class A ordinary shares subject to possible redemption | $ 44,669,068 | $ 44,669,068 | $ 237,696,114 | $ 234,600,000 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Reconciliation of net income (loss) per share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class A Ordinary Shares | ||||
Numerator: | ||||
Allocation of net (loss) income - basic | $ (197,817) | $ 2,194,910 | $ 2,911,682 | $ 6,684,706 |
Denominator: | ||||
Weighted average shares outstanding, basic | 4,151,134 | 23,000,000 | 13,610,089 | 23,000,000 |
Weighted average shares outstanding, diluted | 4,151,134 | 23,000,000 | 13,610,089 | 23,000,000 |
Net (loss) income per, basic | $ (0.05) | $ 0.10 | $ 0.21 | $ 0.29 |
Net (loss) income per, diluted | $ (0.05) | $ 0.10 | $ 0.21 | $ 0.29 |
Class B ordinary shares | ||||
Numerator: | ||||
Allocation of net (loss) income - basic | $ (274,010) | $ 548,727 | $ 1,230,130 | $ 1,671,177 |
Denominator: | ||||
Weighted average shares outstanding, basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Net (loss) income per, basic | $ (0.05) | $ 0.10 | $ 0.21 | $ 0.29 |
Net (loss) income per, diluted | $ (0.05) | $ 0.10 | $ 0.21 | $ 0.29 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 15, 2021 | Sep. 30, 2023 |
Initial Public Offering | ||
Exercise price of warrants | $ 11.50 | |
IPO | ||
Initial Public Offering | ||
Number of units sold | 23,000,000 | |
Purchase price, per unit | $ 10 | |
Gross proceeds from initial public offering | $ 230,000,000 | |
Offering costs | 5,700,000 | |
IPO | Warrants | ||
Initial Public Offering | ||
Offering costs | $ 254,000 | |
IPO | Class A Ordinary Shares | Public Warrants | ||
Initial Public Offering | ||
Number of shares in a unit | 1 | |
Number of warrants in a unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Initial Public Offering | ||
Number of units sold | 3,000,000 |
Private Placement Warrants (Det
Private Placement Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Nov. 15, 2021 | Sep. 30, 2023 | |
Private Placement Warrants | ||
Exercise price of warrants | $ 11.50 | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Private Placement Warrants | ||
Private Placement Warrants | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Private Placement Warrants | Class A ordinary share | ||
Private Placement Warrants | ||
Number of shares per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
IPO | Private Placement Warrants | ||
Private Placement Warrants | ||
Number of warrants to purchase shares issued | 10,550,000 | |
Price of warrants | $ 1 | |
Aggregate purchase price | $ 10.6 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 9 Months Ended | |||||||
Oct. 13, 2022 | Nov. 15, 2021 | Nov. 09, 2021 | Oct. 01, 2021 | Apr. 09, 2021 | Feb. 03, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction | ||||||||
Stock-based compensation expense | $ 0 | |||||||
Aggregate purchase price | $ 9.20 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||
Over-allotment option | ||||||||
Related Party Transaction | ||||||||
Number of shares issued | 3,000,000 | |||||||
Class B ordinary shares | ||||||||
Related Party Transaction | ||||||||
Shares subject to forfeiture | 750,000 | 750,000 | ||||||
Number of shares no longer subject to forfeiture | 750,000 | |||||||
Class A Ordinary Shares | ||||||||
Related Party Transaction | ||||||||
Shares subject to forfeiture | 22,050,000 | |||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||||
Sponsor | ||||||||
Related Party Transaction | ||||||||
Aggregate purchase price | $ 25,000 | |||||||
Sponsor | Private Placement | Private Warrants | ||||||||
Related Party Transaction | ||||||||
Number of warrants to purchase shares issued | 10,550,000 | |||||||
Price of warrants | $ 1 | |||||||
Cb co. investment | Private Warrants | ||||||||
Related Party Transaction | ||||||||
Price of warrants | $ 1 | |||||||
Founder shares | ||||||||
Related Party Transaction | ||||||||
Shares subject to forfeiture | 750,000 | |||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | |||||||
Number of shares no longer subject to forfeiture | 750,000 | |||||||
Founder shares | Class B ordinary shares | ||||||||
Related Party Transaction | ||||||||
Number of shares issued | 8,625,000 | |||||||
Right to Repurchase Shares Exercised, Number of Shares | 12,500 | |||||||
Aggregate purchase price | $ 54.35 | |||||||
Founder shares | Related Party | Cb co. investment | ||||||||
Related Party Transaction | ||||||||
Number of shares issued | 1,429,286 | |||||||
Number of shares transferred by the founder member | 28,571 | |||||||
Stock Repurchased During Period, Shares | 466,905 | |||||||
Aggregate number of shares owned | 933,810 | |||||||
Founder shares | Sponsor | ||||||||
Related Party Transaction | ||||||||
Number of shares issued | 7,195,714 | |||||||
Number of shares transferred by the founder member | 156,000 | |||||||
Stock Repurchased During Period, Shares | 2,408,095 | |||||||
Aggregate number of shares owned | 4,660,190 | |||||||
Founder shares | Sponsor | Class B ordinary shares | ||||||||
Related Party Transaction | ||||||||
Aggregate purchase price | $ 25,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 14, 2022 | Nov. 17, 2021 | Nov. 09, 2021 | Feb. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Nov. 16, 2022 | Nov. 15, 2021 | |
Related Party Transaction | |||||||||||
Proceeds from convertible note - related party | $ 744,600 | ||||||||||
Amount drawn | 744,600 | ||||||||||
Promissory note with related party | |||||||||||
Related Party Transaction | |||||||||||
Repayment of promissory note - related party | $ 244,000 | ||||||||||
Administrative services agreement | |||||||||||
Related Party Transaction | |||||||||||
Expenses incurred | $ 20,000 | ||||||||||
Related Party [Member] | Convertible Note - Related Party | Cb co. investment | |||||||||||
Related Party Transaction | |||||||||||
Proceeds from convertible note - related party | $ 1,200,000 | ||||||||||
Price of warrant | $ 1 | $ 1 | |||||||||
Amount drawn | $ 1,200,000 | ||||||||||
Related Party [Member] | Additional convertible note | Private Warrants | Cb co. investment | |||||||||||
Related Party Transaction | |||||||||||
Price of warrant | $ 1 | ||||||||||
Cb co. investment | |||||||||||
Related Party Transaction | |||||||||||
Loan conversion agreement warrant | $ 1,150,000 | ||||||||||
Cb co. investment | Private Warrants | |||||||||||
Related Party Transaction | |||||||||||
Price of warrant | $ 1 | ||||||||||
Sponsor | Promissory note with related party | |||||||||||
Related Party Transaction | |||||||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||||||
Proceeds from convertible note - related party | 244,000 | ||||||||||
Amount drawn | $ 244,000 | ||||||||||
Sponsor | Additional convertible note | |||||||||||
Related Party Transaction | |||||||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | ||||||||||
Proceeds from convertible note - related party | 1,094,600 | $ 350,000 | |||||||||
Amount drawn | 1,094,600 | 350,000 | |||||||||
Loan conversion agreement warrant | $ 1,200,000 | ||||||||||
Sponsor | Administrative services agreement | |||||||||||
Related Party Transaction | |||||||||||
Administrative Fees Expense | $ 90,000 | $ 90,000 | 270,000 | $ 210,000 | |||||||
Due to related parties | $ 0 | $ 0 | 0 | ||||||||
Sponsor | Amended and restated administrative services agreement | |||||||||||
Related Party Transaction | |||||||||||
Expenses incurred | $ 30,000 | ||||||||||
Sponsor | Working Capital Loan | |||||||||||
Related Party Transaction | |||||||||||
Price of warrant | $ 1 | $ 1 | |||||||||
Loan conversion agreement warrant | $ 1,500,000 | $ 1,500,000 | |||||||||
Loans Payable | $ 2,244,600 | $ 2,244,600 | $ 1,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 9 Months Ended | ||||
May 12, 2023 shares | Nov. 15, 2021 USD ($) $ / shares shares | Nov. 09, 2021 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 14, 2023 shares | |
Commitments and Contingencies | |||||
Options to underwriters period granted | 45 days | ||||
Underwriting cash discount per unit | $ / shares | $ 0.20 | ||||
Aggregate underwriter cash discount | $ | $ 4,600,000 | ||||
Percentage of marketing fee | 3.50% | ||||
Marketing fee payable | $ | $ 8,100,000 | ||||
Exercise price of warrants | $ / shares | $ 11.50 | ||||
Maximum number of times board of directors allowed for extending the date to consummation of business combination | 3 | ||||
Number of shares transferred to non-redeeming stockholders | 1,166,663 | ||||
Fair value of shares transferred to non-redeeming stockholders | $ | $ 4,802,931 | ||||
Fair value per share transferred to non-redeeming stockholders | $ / shares | $ 4.12 | ||||
Restricted Stock Units (RSU) | Chief Financial Officer [Member] | |||||
Commitments and Contingencies | |||||
Number of shares approved for grant as compensation for service | 30,000 | 30,000 | |||
Non-Redemption Agreements | |||||
Commitments and Contingencies | |||||
Number of shares third parties agreed not to redeem shares | 4,000,000 | 4,000,000 | |||
Number of ordinary shares agreed to transfer for non-redemption of shares | 1,000,000 | 1,000,000 | |||
Additional maximum number of ordinary shares for non-redemption of shares | 500,000 | 500,000 | |||
IPO | |||||
Commitments and Contingencies | |||||
Sale of Units, net of underwriting discounts (in shares) | 23,000,000 | ||||
Over-allotment option | |||||
Commitments and Contingencies | |||||
Number of shares issued | 3,000,000 | ||||
Sale of Units, net of underwriting discounts (in shares) | 3,000,000 | ||||
Forward Purchase Agreements | |||||
Commitments and Contingencies | |||||
Aggregate underwriter cash discount | $ | $ 40,000,000 | ||||
Sale of Units, net of underwriting discounts (in shares) | 6,000,000 | ||||
Number of shares in a unit | 1 | ||||
Number of warrants in a unit | 0.5 | ||||
Exercise price of warrants | $ / shares | $ 10 | ||||
Forward Purchase Agreements | Class A Ordinary Shares | |||||
Commitments and Contingencies | |||||
Number of shares issued | 4,000,000 | ||||
Forward Purchase Agreements | Redeemable Warrants Exercisable For Class Common Stock | |||||
Commitments and Contingencies | |||||
Number of shares issued | 2,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Fair value of founder shares (Details) | May 10, 2023 |
Stock price | |
Other Commitments | |
Measurement input | 0.1042 |
Risk-free rate | |
Other Commitments | |
Measurement input | 0.0425 |
Remaining life | |
Other Commitments | |
Measurement input | 0.0156 |
Volatility | |
Other Commitments | |
Measurement input | 0.054 |
Probability of transaction | |
Other Commitments | |
Measurement input | 0.40 |
Shareholders' Deficit - Preferr
Shareholders' Deficit - Preferred Stock Shares (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Shareholders' Deficit | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Shareholders' Deficit - Common
Shareholders' Deficit - Common Stock Shares (Details) | 9 Months Ended | ||
Sep. 30, 2023 Vote $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | Nov. 15, 2021 shares | |
Shareholders' Deficit | |||
Common shares, votes per share | Vote | 1 | ||
Ratio to be applied to the stock in the conversion | 1 | ||
Class A Ordinary Shares | |||
Shareholders' Deficit | |||
Common shares, shares authorized | 479,000,000 | 479,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | 1 | |
Shares subject to forfeiture | 22,050,000 | ||
Class A ordinary shares subject to possible redemption | |||
Shareholders' Deficit | |||
Class A ordinary shares subject to possible redemption, outstanding (in shares) | 4,151,134 | 23,000,000 | |
Class B ordinary shares | |||
Shareholders' Deficit | |||
Common shares, shares authorized | 20,000,000 | 20,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, shares issued | 5,750,000 | 5,750,000 | |
Common shares, shares outstanding | 5,750,000 | 5,750,000 | |
Shares subject to forfeiture | 750,000 | 750,000 | |
Aggregated shares issued upon converted basis (as a percent) | 20% | ||
Number of shares no longer subject to forfeiture | 750,000 |
Warrants (Details)
Warrants (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants outstanding | 22,050,000 | |
Warrants exercisable term from the completion of business combination | 30 days | |
Warrants exercisable term from the closing of the public offering | 12 months | |
Threshold period for filling registration statement after business combination | 20 days | |
Threshold period for filling registration statement within number of days of business combination | 60 days | |
Exercise price of warrants | $ 11.50 | |
Public Warrants expiration term | 5 years | |
Share price | $ 9.20 | |
Threshold trading days determining volume weighted average price | 10 days | |
Percentage of gross proceeds on total equity proceeds | 60% | |
Adjustment of exercise price of warrants based on market value (as a percent) | 115% | |
Stock price trigger for redemption of public warrants | $ 18 | |
Percentage of adjustment of redemption price of stock based on market value. | 180% | |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Number of trading days redeemed immediately which subject to warrants holders | 10 days | |
Warrants exercisable for cash | 0.361 | |
Redemption Of Warrant Price Per Share Equals Or Exceeds18.00 | ||
Share price | $ 18 | |
Stock price trigger for redemption of public warrants | 18 | |
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Redemption Of Warrant Price Per Share Equals Or Exceeds10.00 | ||
Stock price trigger for redemption of public warrants | $ 10 | |
Redemption price per public warrant (in dollars per share) | $ 0.10 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Threshold trading days for redemption of public warrants | 20 days | |
Public Warrants | ||
Warrants outstanding | 11,500,000 | 11,500,000 |
Private Warrants | ||
Warrants outstanding | 10,550,000 | 10,550,000 |
Share price | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash held in the Trust Account | $ 315 | |
Investments held in Trust Account | $ 44,769,068 | 237,796,114 |
Liabilities: | ||
Convertible note - related party | $ 2,109,352 | $ 1,431,546 |
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Convertible Debt [Member] | ||
Liabilities: | ||
Notes Payable, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Level 1 | Public Warrants | ||
Liabilities: | ||
Derivative liabilities | $ 920,000 | $ 1,150,000 |
Level 1 | U.S. Treasury Securities | ||
Assets: | ||
Investments held in Trust Account | 44,769,068 | 237,795,799 |
Level 2 | Private Warrants | ||
Liabilities: | ||
Derivative liabilities | 844,000 | 1,055,000 |
Level 3 | Convertible Debt [Member] | ||
Liabilities: | ||
Convertible note - related party | 2,109,352 | 1,431,546 |
Level 3 | Forward Purchase Agreements | ||
Liabilities: | ||
Derivative liabilities | $ 331,528 | $ 342,235 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Fair Value Measurements Inputs (Details) - Level 3 | Sep. 30, 2023 $ / shares item Y | Dec. 31, 2022 Y $ / shares item |
Forward Purchase Agreements | Exercise price | ||
Fair Value Measurements | ||
Derivative liability, measurement input | $ / shares | 10 | 10 |
Forward Purchase Agreements | Stock price | ||
Fair Value Measurements | ||
Derivative liability, measurement input | $ / shares | 9.63 | 10.85 |
Forward Purchase Agreements | Term (years) | ||
Fair Value Measurements | ||
Derivative liability, measurement input | Y | 0.34 | 0.29 |
Forward Purchase Agreements | Risk-free rate | ||
Fair Value Measurements | ||
Derivative liability, measurement input | 0.0539 | 0.0437 |
Forward Purchase Agreements | Dividend yield | ||
Fair Value Measurements | ||
Derivative liability, measurement input | 0 | 0 |
Convertible Note | Exercise price | ||
Fair Value Measurements | ||
Derivative liability, measurement input | $ / shares | 1 | 1 |
Convertible Note | Stock price | ||
Fair Value Measurements | ||
Derivative liability, measurement input | $ / shares | 0.08 | 0.10 |
Convertible Note | Term (years) | ||
Fair Value Measurements | ||
Derivative liability, measurement input | Y | 0.34 | 0.29 |
Convertible Note | Volatility | ||
Fair Value Measurements | ||
Derivative liability, measurement input | 0.326 | 0.423 |
Convertible Note | Risk-free rate | ||
Fair Value Measurements | ||
Derivative liability, measurement input | 0.0539 | 0.0437 |
Convertible Note | Dividend yield | ||
Fair Value Measurements | ||
Derivative liability, measurement input | 0 | 0 |
Warrants | Exercise price | ||
Fair Value Measurements | ||
Derivative liability, measurement input | $ / shares | 11.50 | 11.50 |
Warrants | Stock price | ||
Fair Value Measurements | ||
Derivative liability, measurement input | $ / shares | 10.78 | 10.28 |
Warrants | Term (years) | ||
Fair Value Measurements | ||
Derivative liability, measurement input | Y | 5.34 | 5.29 |
Warrants | Volatility | ||
Fair Value Measurements | ||
Derivative liability, measurement input | 0.060 | 0.060 |
Warrants | Risk-free rate | ||
Fair Value Measurements | ||
Derivative liability, measurement input | 0.0450 | 0.0391 |
Warrants | Dividend yield | ||
Fair Value Measurements | ||
Derivative liability, measurement input | 0 | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Change in the fair value of the derivative liabilities | ||||||||
Change in fair value of convertible note - related party | $ (3,640) | $ 7,979 | $ (66,794) | $ (33,769) | ||||
Level 3 | ||||||||
Change in the fair value of the derivative liabilities | ||||||||
Derivative liabilities at beginning of the year | 202,211 | $ 334,632 | $ 342,235 | 771,999 | $ 779,450 | $ 5,694,560 | 342,235 | 5,694,560 |
Transfer of Warrants out of Level 3 | (5,301,100) | |||||||
Derivative liabilities at ending of the year | 331,528 | 202,211 | 334,632 | 433,115 | 771,999 | 779,450 | 331,528 | 433,115 |
Convertible note - related party at the beginning of period | 1,912,992 | 1,752,506 | 1,431,546 | 1,011,808 | 1,057,764 | 1,053,556 | 1,431,546 | 1,053,556 |
Change in fair value of convertible note - related party | (3,640) | 6,886 | (70,040) | 7,979 | (45,956) | 4,208 | ||
Additional issuance of convertible note - related party | 200,000 | 153,600 | 391,000 | |||||
Convertible note - related party at the end of period (unaudited) | 2,109,352 | 1,912,992 | 1,752,506 | 1,019,787 | 1,011,808 | 1,057,764 | $ 2,109,352 | $ 1,019,787 |
Level 3 | Forward Purchase Agreements | ||||||||
Change in the fair value of the derivative liabilities | ||||||||
Change in fair value of derivative warrant liabilities | $ 129,317 | $ (132,421) | $ (7,603) | $ (338,884) | $ (7,451) | $ 385,990 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 18, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Outstanding balance | $ 1,200 | ||
Class B ordinary shares | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares | 750,000 | 750,000 | |
Subsequent Event | Cb co. Investment [Member] | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares | 7,385,000 | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||
Loan conversion agreement warrant | $ 1,150 | ||
Subsequent Event | Class B ordinary shares | Cb co. Investment [Member] | |||
Subsequent Event [Line Items] | |||
Shares issue in exchange | 3,035,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (471,827) | $ 1,805,503 | $ 2,808,136 | $ 2,743,638 | $ 3,140,316 | $ 2,471,929 | $ 4,141,812 | $ 8,355,883 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |