Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Registrant Name | TARGET GLOBAL ACQUISITION I CORP. | |
Entity Central Index Key | 0001847355 | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41135 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | PO Box 10176 | |
Entity Address, Address Line Two | Governor’s Square | |
Entity Address, Address Line Three | 23Lime Tree Bay Avenue | |
Entity Address, City or Town | Grand Cayman | |
Entity Address, Country | KY | |
Entity Address, Postal Zip Code | KY1-1102 | |
City Area Code | 345 | |
Local Phone Number | 814 5772 | |
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 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | TGAA | |
Security Exchange Name | NASDAQ | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant | |
Trading Symbol | TGAAU | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | TGAAW | |
Security Exchange Name | NASDAQ | |
Common Stock [Member] | Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,842,945 | |
Common Stock [Member] | Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 69,341 | $ 394,251 |
Prepaid expenses | 41,658 | 111,739 |
Total current assets | 110,999 | 505,990 |
Investment held in Trust Account | 48,728,983 | 222,234,685 |
Total assets | 48,839,982 | 222,740,675 |
Current liabilities: | ||
Accounts payable and accrued expenses | 584,141 | 157,805 |
Due to related party | 217,419 | 127,419 |
Promissory Note—Related Party | 1,310,015 | 500,000 |
Total current liabilities | 2,111,575 | 785,224 |
Deferred underwriting commissions | 3,760,690 | 7,521,380 |
Total Liabilities | 5,872,265 | 8,306,604 |
Commitments and Contingencies (Note 6) | ||
Class A ordinary shares subject to possible redemption, 4,495,530 and 21,489,658 shares at redemption value of $10.84 and $10.34 at September 30, 2023 and December 31, 2022, respectively | 48,728,983 | 222,234,685 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Additional Paid in Capital | 3,760,690 | 0 |
Accumulated deficit | (9,522,493) | (7,801,151) |
Total Shareholders' deficit | (5,761,266) | (7,800,614) |
Total Liabilities, Shares Subject to Redemption and Shareholders' Deficit | 48,839,982 | 222,740,675 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 4,495,530 and 21,489,658 shares at redemption value of $10.84 and $10.34 at September 30, 2023 and December 31, 2022, respectively | 48,728,983 | 222,234,685 |
Shareholders' Deficit | ||
Common stock value | 535 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common stock value | $ 2 | $ 537 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Common stock shares outstanding | 5,347,415 | 0 |
Temporary Equity Shares,Per share price | $ 10.84 | $ 10.34 |
Temporary Equity Shares, Outstanding | 4,495,530 | 21,489,658 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 50,000,000 | 50,000,000 |
Common stock shares issued | 25,000 | 5,372,415 |
Common stock shares outstanding | 25,000 | 5,372,415 |
Class A ordinary shares subject to redemption [Member] | ||
Temporary Equity Shares, Outstanding | 4,495,530 | 21,489,658 |
Condensed Statements Of Operati
Condensed 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 | $ 349,242 | $ 281,241 | $ 1,361,327 | $ 1,065,685 |
Loss from operations | (349,242) | (281,241) | (1,361,327) | (1,065,685) |
Other income: | ||||
Interest income on investment held in Trust Account | 625,818 | 959,949 | 5,116,755 | 1,177,415 |
Change in fair value of over-allotment liability | 0 | 0 | 0 | 30,207 |
Total other income | 625,818 | 959,949 | 5,116,755 | 1,207,622 |
Net income | $ 276,576 | $ 678,708 | $ 3,755,428 | $ 141,937 |
Common Class A [Member] | ||||
Other income: | ||||
Basic weighted average shares outstanding | 4,495,530 | 21,489,658 | 14,330,959 | 21,489,658 |
Diluted weighted average shares outstanding | 4,495,530 | 21,489,658 | 14,330,959 | 21,489,658 |
Basic net income per share | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 |
Diluted net income per share | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 |
Class A and B non-redeemable ordinary shares [Member] | ||||
Other income: | ||||
Basic weighted average shares outstanding | 5,372,415 | 5,372,415 | 5,372,415 | 5,372,415 |
Diluted weighted average shares outstanding | 5,372,415 | 5,372,415 | 5,372,415 | 5,372,415 |
Basic net income per share | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 |
Diluted net income per share | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 |
Condensed Statements Of Changes
Condensed Statements Of Changes In Shareholders' Deficit - USD ($) | Total | Common Stock [Member] Class A ordinary shares subject to redemption [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2021 | $ (6,723,842) | $ 219,194,512 | $ 537 | $ 0 | $ (6,724,379) |
Beginning Balance ,Shares at Dec. 31, 2021 | 21,489,658 | 5,372,415 | |||
Net income (loss) | (441,116) | 0 | (441,116) | ||
Ending Balance at Mar. 31, 2022 | (1,164,958) | $ 219,194,512 | $ 537 | 0 | (7,165,495) |
Ending Balance , Shares at Mar. 31, 2022 | 21,489,658 | 5,372,415 | |||
Beginning Balance at Dec. 31, 2021 | (6,723,842) | $ 219,194,512 | $ 537 | 0 | (6,724,379) |
Beginning Balance ,Shares at Dec. 31, 2021 | 21,489,658 | 5,372,415 | |||
Net income (loss) | 141,937 | ||||
Ending Balance at Sep. 30, 2022 | (7,768,859) | $ 220,381,466 | $ 537 | 0 | (7,769,396) |
Ending Balance , Shares at Sep. 30, 2022 | 21,489,658 | 5,372,415 | |||
Beginning Balance at Dec. 31, 2021 | (6,723,842) | $ 219,194,512 | $ 537 | 0 | (6,724,379) |
Beginning Balance ,Shares at Dec. 31, 2021 | 21,489,658 | 5,372,415 | |||
Accretion for Class A ordinary shares to redemption value | (22,942,009) | ||||
Ending Balance at Dec. 31, 2022 | (7,800,614) | $ 0 | $ 537 | (7,801,151) | |
Ending Balance , Shares at Dec. 31, 2022 | 0 | 5,372,415 | |||
Beginning Balance at Mar. 31, 2022 | (1,164,958) | $ 219,194,512 | $ 537 | 0 | (7,165,495) |
Beginning Balance ,Shares at Mar. 31, 2022 | 21,489,658 | 5,372,415 | |||
Accretion for Class A ordinary shares to redemption value | (227,005) | $ 227,005 | (227,005) | ||
Net income (loss) | (95,655) | 0 | (95,655) | ||
Ending Balance at Jun. 30, 2022 | (7,487,618) | $ 219,421,517 | $ 537 | 0 | (7,488,155) |
Ending Balance , Shares at Jun. 30, 2022 | 21,489,658 | 5,372,415 | |||
Accretion for Class A ordinary shares to redemption value | (959,949) | $ 959,949 | (959,949) | ||
Net income (loss) | 678,708 | 0 | 678,708 | ||
Ending Balance at Sep. 30, 2022 | (7,768,859) | $ 220,381,466 | $ 537 | 0 | (7,769,396) |
Ending Balance , Shares at Sep. 30, 2022 | 21,489,658 | 5,372,415 | |||
Beginning Balance at Dec. 31, 2022 | (7,800,614) | $ 0 | $ 537 | (7,801,151) | |
Beginning Balance ,Shares at Dec. 31, 2022 | 0 | 5,372,415 | |||
Accretion for Class A ordinary shares to redemption value | (2,358,022) | (2,358,022) | |||
Partial waiver of deferred underwriters' discount | 3,760,690 | 3,760,690 | |||
Net income (loss) | 2,105,779 | 2,105,779 | |||
Ending Balance at Mar. 31, 2023 | (4,292,167) | $ 0 | $ 537 | 3,760,690 | (8,053,394) |
Ending Balance , Shares at Mar. 31, 2023 | 0 | 5,372,415 | |||
Beginning Balance at Dec. 31, 2022 | (7,800,614) | $ 0 | $ 537 | (7,801,151) | |
Beginning Balance ,Shares at Dec. 31, 2022 | 0 | 5,372,415 | |||
Accretion for Class A ordinary shares to redemption value | (5,476,771) | ||||
Net income (loss) | 3,755,428 | ||||
Ending Balance at Sep. 30, 2023 | (5,761,266) | $ 535 | $ 2 | 3,760,690 | (9,522,493) |
Ending Balance , Shares at Sep. 30, 2023 | 5,347,415 | 25,000 | |||
Beginning Balance at Mar. 31, 2023 | (4,292,167) | $ 0 | $ 537 | 3,760,690 | (8,053,394) |
Beginning Balance ,Shares at Mar. 31, 2023 | 0 | 5,372,415 | |||
Accretion for Class A ordinary shares to redemption value | (2,402,931) | (2,402,931) | |||
Net income (loss) | 1,373,073 | 1,373,073 | |||
Ending Balance at Jun. 30, 2023 | (5,322,024) | $ 0 | $ 537 | 3,760,690 | (9,083,251) |
Ending Balance , Shares at Jun. 30, 2023 | 0 | 5,372,415 | |||
Accretion for Class A ordinary shares to redemption value | (715,818) | (715,818) | |||
Conversion of Class B Common Stock to Class A Common Stock, Shares | 5,347,415 | (5,347,415) | |||
Conversion of Class B Common Stock to Class A Common Stock | $ 535 | $ (535) | |||
Net income (loss) | 276,576 | 276,576 | |||
Ending Balance at Sep. 30, 2023 | $ (5,761,266) | $ 535 | $ 2 | $ 3,760,690 | $ (9,522,493) |
Ending Balance , Shares at Sep. 30, 2023 | 5,347,415 | 25,000 |
Condensed Statements Of Cash Fl
Condensed Statements Of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||||
Net income | $ 276,576 | $ 678,708 | $ 3,755,428 | $ 141,937 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Interest earned on investment held in Trust Account | (625,818) | (959,949) | (5,116,755) | (1,177,415) |
Change in fair value of over-allotment liability | 0 | 0 | 0 | (30,207) |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 70,081 | 184,423 | ||
Accounts payable and accrued expenses | 426,336 | 135,713 | ||
Due to related party | 90,000 | 90,000 | ||
Net cash used in operating activities | (774,910) | (655,549) | ||
Cash flows from investing activities: | ||||
Extension contributions in Trust Account | (360,015) | 0 | ||
Cash withdrawn from Trust Account in connection with redemption | 178,982,472 | 0 | ||
Payment of promissory note—related party | 0 | (42,156) | ||
Net cash provided by (used in) investing activities | 178,622,457 | (42,156) | ||
Cash flow from financing activity: | ||||
Proceeds of promissory note—related party | 810,015 | 0 | ||
Payment of redemptions | (178,982,472) | 0 | ||
Net cash used in a financing activity | (178,172,457) | 0 | ||
Net change in cash | (324,910) | (697,705) | ||
Cash, beginning of the period | 394,251 | 1,006,074 | ||
Cash, end of the period | $ 69,341 | $ 308,369 | 69,341 | 308,369 |
Supplemental disclosure of cash flow information: | ||||
Impact of partial waiver of deferred underwriters' fee | 3,760,690 | |||
Accretion for Class A ordinary shares to redemption | $ 5,476,770 | $ 1,186,954 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Target Global Acquisition I Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 2, 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 (the “Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating The Company’s sponsor is Target Global Sponsor Ltd., a Cayman Islands company limited by shares (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on December 8, 2021 (the “Effective Date”). On December 13, 2021, the Company’s consummated the IPO of 20,000,000 units at $10.00 per unit (the “Units”). Each Unit consists of one Class A ordinary share and one-third Simultaneously with the consummation of the IPO, the Company consummated the private placement of 6,666,667 warrants (the “Private Placement Warrants”) to the Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement. In connection with the IPO, the underwriters were granted a 45-day The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commission due to UBS and taxes payable on the interest earned on the Trust Account). 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 target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on December 13, 2021, and the exercise of the underwriter’s Over-Allotment Option on December 29, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”) and was invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 24-month Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within the deadline prescribed in the Company’s amended and restated memorandum and articles of association (the “Articles”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within the deadline prescribed in the Company’s Articles or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially anticipated to be $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In connection with the Company’s IPO, the Sponsor, officers and directors of the Company entered into a letter agreement with the Company in which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of its public shares if the Company has not consummated an initial Business Combination within 24 months from the closing of the IPO, or such later period approved by the Company’s shareholders in accordance with the Company’s Articles or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Extensions of Business Combination Deadline The Company initially had 18 months from the closing of the IPO (until June 13, 2023) to complete an initial Business Combination. On June 2, 2023, shareholders of the Company at an extraordinary general meeting of shareholders to the Company (the “Shareholder Meeting”) agreed, among other things, 1) to amend the Company’s Articles to i. extend the date (the “Termination Date”) by which the Company has to consummate an initial Business Combination (the “Extension Amendment”) from June 13, 2023 (the “Original Termination Date”) to September 13, 2023 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to further extend the Termination Date to consummate an initial Business Combination on a monthly basis for up to six times by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon two calendar days’ advance notice prior to the applicable Termination Date, until March 13, 2024 (each, an “Additional Articles Extension Date”), or a total of up to nine months after the Original Termination Date, unless the closing of an initial Business Combination shall have occurred prior thereto, ii. to eliminate from the Articles the limitation that the Company shall not redeem Class A ordinary shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001, and iii. to provide that the Class B ordinary shares of the Company may be converted either at the time of the consummation of the Company’s initial Business Combination or at any earlier date at the option of the holders of the Class B ordinary shares; and 2) to amend that certain investment management trust agreement, dated December 8, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee (“Continental”) to change the date on which Continental must commence liquidation (the “Trust Amendment”) of the Trust Account to the earliest of (i) the Company’s completion of an initial Business Combination; (ii) the Articles Extension Date, and (iii) the Additional Articles Extension Date. The foregoing description of the proposals approved at the Shareholder Meeting is qualified in its entirety by the full text of the Company’s Current Report on Form 8-K In connection with the shareholders’ vote at the Shareholder Meeting, the holders of 16,994,128 ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.53 per share. As a result, an amount of approximately $178.9 million was removed from the Trust Account to redeem such shares and 4,495,530 Class A ordinary shares of the Company remained outstanding after the redemption was effected. In connection with the Extension Amendment, the Sponsor, its affiliates and designees agreed to deposit into the Trust Account as a loan (a “Contribution,” and the Sponsor, its affiliate or designee making such Contribution, a “Contributor”), (i) on June 14, 2023, with respect to the extension to the Articles Extension Date, an amount equal to the lesser of (x) $270,000 or (y) $0.084 per public share multiplied by the number of public shares outstanding, and (ii) one business day following the public announcement by the Company disclosing that the Company’s board of directors has determined to extend the date by which the Company must consummate an initial Business Combination for an additional month, with respect to the extension to each such Additional Articles Extension Date, an amount equal to the lesser of (x) $90,000 or (y) $0.028 per public share multiplied by the number of public shares outstanding, with the maximum aggregate amount of Contributions being $810,000. It was further agreed that the Contributions will be evidenced by a non-interest bearing, The Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the Contribution Note does not meet the definition of a derivative instrument. Liquidity, Capital Resources and Going Concern As of September 30, 2023, the Company had cash outside the Trust Account of $69,341, available for working capital needs, and working deficit of approximately $2,000,576. Until consummation of its Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital Loans from the initial shareholders, our officers and directors, or their respective affiliates, or other third parties, for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company’s liquidity needs up to September 30, 2023 had been satisfied through a payment from the Sponsor of $25,000 (see Note 5 of the Condensed Unaudited Financial Statements) for the Founder Shares to cover certain offering costs and the borrowings under certain unsecured s amounts under these notes were fully drawn and outstanding. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, initial shareholders, officers, directors or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5 of the Condensed Unaudited Financial Statements). As of September 30, 2023, there were no amounts outstanding under any Working Capital Loans. The Company may extend the period of time to consummate a Business Combination by up to six one-month In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance FASB Accounting Standards Update (“ASU”) Topic 2014-15, Risks and Uncertainties and Factors That May Adversely Affect our Results of Operations Management is currently evaluating the impact of the current global economic uncertainty, rising interest rates, high inflation, high energy prices, supply chain disruptions, the Israel-Hamas conflict and the Russia-Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Significant Accounting Policies | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K Emerging Growth Company Status The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Marketable Securities Held in Trust Account At of the date hereof, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. As of September 30, 2023 and December 31, 2022, the Company had $48,728,983 and $222,234,685 in the Trust Account, respectively. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $69,341 and $394,251 in cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively. Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2023 and December 31, 2022 are as follows: Carrying Value as of September 30, 2023 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2023 U.S. Treasury Securities Fund $ 48,728,983 $ — $ — $ 48,728,983 Carrying Value as of December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 U.S. Treasury Securities Fund $ 222,234,685 $ — $ — $ 222,234,685 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 4,495,530 and 21,489,658 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets as of September 30, 2023 and December 31, 2022, respectively. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC-480-10-S99, If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 214,896,580 Less: Proceeds allocated to Public Warrants (2,865,288 ) Class A ordinary shares issuance costs (12,738,617 ) Plus: Remeasurement of carrying value to redemption value 22,942,009 Class A ordinary shares subject to possible redemption, December 31, 2022 222,234,685 Less: Redemptions (178,982,472 ) Plus: Remeasurement of carrying value to redemption value 5,476,771 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 48,728,983 Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC-340-10-S99-1 Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $12,964,576 as a result of the Initial Public Offering consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions, and $1,145,264 of other offering costs. On January 10, 2023, Bank of America (“BofA”), one of the two underwriters, executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690. The remaining balance of $3,760,690 owing to UBS, the second underwriter, has not been waived and remains due and payable from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The impact of the partial waiver of the deferred underwriters’ fee was reflected in the Company’s statement of shareholders’ deficit for the current period. Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. The basic and diluted income per ordinary share is calculated as follows: For the Three Months Ended September 30, 2023 2022 Class A Class A and B non-redeemable Class A Class A and B non-redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 127,225 $ 149,351 $ 542,966 $ 135,742 Denominator: Basic and diluted weighted average shares outstanding 4,495,530 5,372,415 21,489,658 5,372,415 Basic and diluted net income per ordinary share $ 0.03 $ 0.03 $ 0.03 $ 0.03 For the Nine Months Ended September 30, 2023 2022 Class A Class A and B non-redeemable Class A Class A and B non-redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 2,741,462 $ 1,013,966 $ 113,550 $ 28,387 Denominator: Basic and diluted weighted average shares outstanding 14,330,959 5,372,415 21,489,658 5,372,415 Basic and diluted net income per ordinary share $ 0.19 $ 0.19 $ 0.01 $ 0.01 Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Share-Based Compensation The Company adopted ASC Topic 718, Compensation – Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING On December 13, 2021, the Company consummated its IPO of 20,000,000 Units. Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and one-third Following the closing of the IPO and the partial exercise of the over-allotment by the underwriters on December 13, 2021, $219,194,512 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units, was placed in a Trust Account and was invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement Warrants [Abstract] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the IPO and partial exercise of the over-allotment by the underwriters, the Company’s Sponsor purchased an aggregate of 7,063,909 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.50 per Warrant, or $10,595,863 in the aggregate, in a private placement. The Private Placement Warrants will be identical to the warrants sold in the IPO except that the Private Placement Warrants (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Company does not complete the initial Business Combination within the deadline prescribed by the Company’s Articles, the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On February 8, 2021, an affiliate of the Sponsor paid $25,000, to cover certain offering and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”), which Founder Shares were subsequently transferred to the Sponsor for consideration of $25,000. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to reflect this. Up to 750,000 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option was exercised. On December 29, 2021, 377,585 Founder Shares were forfeited as a result of underwriter’s partial exercise of its over-allotment option. On January 27, 2022, the over-allotment option expired. As a result, the Founder Shares are no longer subject to forfeiture. Prior to the completion of the IPO, the Sponsor transferred 300,000 of Founder Shares to some of the Company’s directors and executives in recognition of and compensation for their future services to the Company. The assignment of the Founders Shares to the Company’s directors and advisors is within the scope of 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 fair value of the 300,000 shares granted to the Company’s directors, and executives was $1,926,000 or $6.42 per share. The Founders Shares were effectively assigned to directors and executives subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of September 30, 2023 and December 31, 2022, the Company has not yet entered into any definitive agreements in connection with any Business Combination. Any such agreements may be subject to certain conditions to closing, such as, for example, approval by the Company’s shareholders. As a result, the Company determined that taking into account that there is a possibility that a Business Combination might not happen, and, therefore, no stock-based compensation expense has been recognized. The Sponsor has agreed to certain transfer restrictions and performance conditionality on its Founder Shares: • 50% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees until the completion of the initial Business combination; • 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $11.50 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day • 25% of the Founder Shares and any Class A ordinary shares issuable upon conversion thereof held by the Sponsor shall not be transferred, assigned or sold except to certain permitted transferees unless and until the last sale price of the ordinary shares equals or exceeds $13.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading Promissory Note — Related Party On February 19, 2021, the Sponsor agreed, under a promissory note, to loan the Company up to $500,000 to be used for a portion of the expenses of the IPO. Any loans under the promissory note are non-interest In addition, the Company and the Sponsor entered into the following promissory notes: • On November 11, 2022, the Sponsor agreed, under a separate promissory note, to loan the Company up to $500,000. This note is not interest bearing and it to be repaid the date on which the Company consummates its initial business combination. This facility was fully drawn and outstanding as of September 30, 2023. • On June 27, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $100,000. This note is not interest bearing and it to be repaid on the earlier of (i) December 31, 2023 and (ii) the date on which the Company consummates its initial business combination. This facility was fully drawn and outstanding as of September 30, 2023. • On August 17, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $100,000. This note is not interest bearing and it to be repaid on the earlier of (i) December 31, 2023 and (ii) the date on which the Company consummates its initial business combination. This facility was fully drawn and outstanding as of September 30, 2023. • On August 17, 2023, the Sponsor agreed, under a separate promissory note, to loan the Company additional $250,000. This note is not interest bearing and it to be repaid on the earlier of (i) December 31, 2023 and (ii) the date on which the Company consummates its initial business combination. This facility was fully drawn and outstanding as of September 30, 2023. Contribution Note In connection with the Extension Amendment, the Contributor agreed to deposit into the Trust Account Contributions for the maximum aggregate amount of $810,000. The Contributions are evidenced by the Contribution Note and will be repayable by the Company upon consummation of a Business Combination. As of September 30, 2023, an amount of $360,015 was drawn and contributed to the Trust Account and was outstanding as of September 30, 20 23 under the Contribution Note. The Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently with the Company’s IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant at the option of the Contributor. The conversion feature included in the Contribution Note does not meet the definition of a derivative instrument. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”) on a non-interest basis. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. Administrative Services Fee The Company pays Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of September 30, 2023 and December 31, 2022, the Company had accrued $217,419 and $127,419, respectively, in due to related party for the administrative support services. |
Commitments & Contingencies
Commitments & Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our 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 underwriters had a 45-day On December 29, 2021, the underwriters purchased an additional 1,489,658 Over-Allotment Units pursuant to the exercise of the Over-Allotment Option. The underwriters were paid underwriting commission of $0.20 per unit, or $4,000,000 in the aggregate, upon the closing of the IPO. In addition, $7,521,480, in the aggregate, was originally payable to our underwriters for deferred underwriting commission. On January 10, 2023, BofA executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690. The remaining balance of $3,760,690 owing to UBS Securities LLC, one of the two underwriters of our IPO, has not been waived and remains due and payable from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | NOTE 7 — SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares On July 11, 2023, the Company issued an aggregate of 5,347,415 The 5,347,415 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, (i) certain transfer restrictions, (ii) waiver of redemption rights, (iii) waiver of rights to receive liquidating distributions from the Company’s Trust Account and (iv) the obligation to vote in favor of a Business Combination as described in the prospectus for the Company’s Initial Public Offering. In addition, following the Conversion, certain additional restrictions pursuant to Regulation S of the Securities Act apply to the Class A Ordinary Shares of the Holders. As of September 30, 2023, there were 5,347,415 Class A ordinary shares outstanding (excluding 4,495,530 Class A ordinary shares subject to possible redemption which have been issued). Class B Ordinary Shares 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 Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one sub-divisions, than one-for-one Warrants The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the trust account. The Company will not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A ordinary shares is available, subject to the satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such Unit. The Company is not registering the shares of Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed; provided that, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of public warrants Once the warrants become exercisable, the Company may redeem the public warrants for redemption: • 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; and • if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the deadline prescribed in the Company’s Articles and the Company liquidates the funds held in the trust account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such public warrants. Accordingly, the public warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the public warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants will not be transferable, assignable or salable and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, in each case subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable and(z) the As of November 2, 2023, the Company accounted for 14,191,092 warrants (including 7,127,183 Public Warrants and 7,063,909 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity. Forward Purchase Agreements The Company entered into two forward purchase agreements (the “Forward Purchase Agreements”) with Target Global Selected Opportunities, LLC—Series Selenium (“TGSO Series Selenium”) on November 8, 2021, pursuant to which TGSO Series Selenium agreed to purchase (1) an aggregate of 2,500,000 forward purchase shares for $10.00 per share (the “firm forward purchase shares”), or an aggregate amount of $25,000,000 and (2) in addition, an aggregate of up to 2,500,000 forward purchase shares for $10.00 per share (the “additional forward purchase shares”), or an aggregate maximum amount of up to $25,000,000, in each case in a private placement that may close simultaneously with the closing of the Business Combination. On May 11, 2022, all of TGSO Series Selenium’s rights and obligations under the Forward Purchase Agreements (including the obligation to purchase the Forward Purchase Shares) were transferred in full to Target Global Selected Opportunities, LLC—Series Selenium 3 (the “FPA Purchaser”) in accordance with Section 4(c) of the Forward Purchase Agreements. The FPA Purchaser is indirectly controlled by TG, which in turn is a controlling affiliate of the Sponsor. The FPA Purchaser will purchase that number of additional forward purchase shares, if any, that the Company expects will result in gross proceeds necessary to enable it to consummate the Business Combination and pay related fees and expenses, after first applying amounts available from the trust account (after paying the deferred underwriting discount due to UBS in case the Company completes a Business Combination, and giving effect to any redemptions of public shares) and any other financing source obtained for such purpose at or prior to the consummation of the Business Combination, plus any additional amounts mutually agreed by the Company and the FPA Purchaser to be retained by the post-business combination company for working capital or other purposes. The FPA Purchaser’s obligations to purchase forward purchase shares will be subject to certain conditions, including in the case of the additional forward purchase shares a requirement, among other things, that such Business Combination is reasonably acceptable to the FPA Purchaser. Additionally, the FPA Purchaser’s obligations to purchase the forward purchase shares will automatically terminate if the Business Combination is not consummated by December 13, 2023. The forward purchase shares will not be issued until completion of the Business Combination and, accordingly, will not be entitled to vote in any shareholder vote until immediately after the Business Combination has been completed. The Forward Purchase Agreements also provide that the FPA Purchaser will be entitled to certain registration rights with respect to its forward purchase shares. The FPA Purchaser’s commitment to purchase securities pursuant to the Forward Purchase Agreements is intended to provide the Company with a minimum funding level for the Business Combination. The proceeds from the sale of the forward purchase shares, if any, may be used as part of the consideration to the sellers in the Business Combination, expenses in connection with the Business Combination or for working capital in the post-transaction company. Subject to the conditions in the Forward Purchase Agreements, the purchase of the forward purchase shares will be a binding obligation of the FPA Purchaser, regardless of whether any shares of Class A ordinary shares are redeemed by the Company’s public shareholders in connection with the Business Combination. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8 — FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following tables presents information about the Company’s assets that measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2023 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) U.S. Treasury Securities Fund $ 48,728,983 $ 48,728,983 $ — $ — $ 48,728,983 $ 48,728,983 $ — $ — December 31, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) U.S. Treasury Securities Fund $ 222,234,685 $ 222,234,685 $ — $ — $ 222,234,685 $ 222,234,685 $ — $ — |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On October 10, 2023, the Company’s board of directors, upon request of the Sponsor, has elected to extend the Termination Date from On November 9, 2023, the Company’s board of directors, upon request of the Sponsor, has elected to further extend the Termination Date from |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At of the date hereof, the assets held in the Trust Account were held in treasury funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest income in the accompanying statements of operations. The estimated fair value of investments held in Trust Account are determined using available market information. As of September 30, 2023 and December 31, 2022, the Company had $48,728,983 and $222,234,685 in the Trust Account, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $69,341 and $394,251 in cash and no cash equivalents as of September 30, 2023 and December 31, 2022, respectively. |
Investment Held in Trust Account | Investment Held in Trust Account Investment held in Trust Account consist of United States Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity Held-to-maturity Held-to-maturity A decline in the market value of held-to-maturity year-end, Premiums and discounts are amortized or accreted over the life of the related held-to-maturity The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2023 and December 31, 2022 are as follows: Carrying Value as of September 30, 2023 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2023 U.S. Treasury Securities Fund $ 48,728,983 $ — $ — $ 48,728,983 Carrying Value as of December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 U.S. Treasury Securities Fund $ 222,234,685 $ — $ — $ 222,234,685 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. |
Fair Value Measurement | Fair Value Measurement Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 4,495,530 and 21,489,658 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets as of September 30, 2023 and December 31, 2022, respectively. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with ASC-480-10-S99, If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional paid-in As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 214,896,580 Less: Proceeds allocated to Public Warrants (2,865,288 ) Class A ordinary shares issuance costs (12,738,617 ) Plus: Remeasurement of carrying value to redemption value 22,942,009 Class A ordinary shares subject to possible redemption, December 31, 2022 222,234,685 Less: Redemptions (178,982,472 ) Plus: Remeasurement of carrying value to redemption value 5,476,771 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 48,728,983 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC-340-10-S99-1 Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $12,964,576 as a result of the Initial Public Offering consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions, and $1,145,264 of other offering costs. On January 10, 2023, Bank of America (“BofA”), one of the two underwriters, executed a waiver letter confirming BofA’s resignation and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $3,760,690. The remaining balance of $3,760,690 owing to UBS, the second underwriter, has not been waived and remains due and payable from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The impact of the partial waiver of the deferred underwriters’ fee was reflected in the Company’s statement of shareholders’ deficit for the current period. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the period presented. The basic and diluted income per ordinary share is calculated as follows: For the Three Months Ended September 30, 2023 2022 Class A Class A and B non-redeemable Class A Class A and B non-redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 127,225 $ 149,351 $ 542,966 $ 135,742 Denominator: Basic and diluted weighted average shares outstanding 4,495,530 5,372,415 21,489,658 5,372,415 Basic and diluted net income per ordinary share $ 0.03 $ 0.03 $ 0.03 $ 0.03 For the Nine Months Ended September 30, 2023 2022 Class A Class A and B non-redeemable Class A Class A and B non-redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 2,741,462 $ 1,013,966 $ 113,550 $ 28,387 Denominator: Basic and diluted weighted average shares outstanding 14,330,959 5,372,415 21,489,658 5,372,415 Basic and diluted net income per ordinary share $ 0.19 $ 0.19 $ 0.01 $ 0.01 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under Financial Accounting Standards Board (“FASB”) ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Share-Based Compensation | Share-Based Compensation The Company adopted ASC Topic 718, Compensation – Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Debt Securities, Held-to-maturity | The carrying value, excluding gross unrealized holding loss and fair value of held to maturity securities on September 30, 2023 and December 31, 2022 are as follows: Carrying Value as of September 30, 2023 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2023 U.S. Treasury Securities Fund $ 48,728,983 $ — $ — $ 48,728,983 Carrying Value as of December 31, 2022 Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 U.S. Treasury Securities Fund $ 222,234,685 $ — $ — $ 222,234,685 |
Temporary Equity | As of September 30, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table: Gross proceeds $ 214,896,580 Less: Proceeds allocated to Public Warrants (2,865,288 ) Class A ordinary shares issuance costs (12,738,617 ) Plus: Remeasurement of carrying value to redemption value 22,942,009 Class A ordinary shares subject to possible redemption, December 31, 2022 222,234,685 Less: Redemptions (178,982,472 ) Plus: Remeasurement of carrying value to redemption value 5,476,771 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 48,728,983 |
Schedule of Earnings Per Share, Basic and Diluted | The basic and diluted income per ordinary share is calculated as follows: For the Three Months Ended September 30, 2023 2022 Class A Class A and B non-redeemable Class A Class A and B non-redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 127,225 $ 149,351 $ 542,966 $ 135,742 Denominator: Basic and diluted weighted average shares outstanding 4,495,530 5,372,415 21,489,658 5,372,415 Basic and diluted net income per ordinary share $ 0.03 $ 0.03 $ 0.03 $ 0.03 For the Nine Months Ended September 30, 2023 2022 Class A Class A and B non-redeemable Class A Class A and B non-redeemable Basic and diluted net income per ordinary share Numerator: Allocation of net income $ 2,741,462 $ 1,013,966 $ 113,550 $ 28,387 Denominator: Basic and diluted weighted average shares outstanding 14,330,959 5,372,415 21,489,658 5,372,415 Basic and diluted net income per ordinary share $ 0.19 $ 0.19 $ 0.01 $ 0.01 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Information About the Company's Financial Assets that are Measured at Fair Value on a Recurring Basis | The following tables presents information about the Company’s assets that measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, 2023 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) U.S. Treasury Securities Fund $ 48,728,983 $ 48,728,983 $ — $ — $ 48,728,983 $ 48,728,983 $ — $ — December 31, 2022 Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) U.S. Treasury Securities Fund $ 222,234,685 $ 222,234,685 $ — $ — $ 222,234,685 $ 222,234,685 $ — $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 10, 2023 | Oct. 11, 2023 | Sep. 11, 2023 | Jun. 02, 2023 | Dec. 29, 2021 | Dec. 13, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 14, 2023 | |
Entity Incorporation, Date of Incorporation | Feb. 02, 2021 | |||||||||
Shares Issued, Price Per Share | $ 10.2 | $ 10 | ||||||||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and tax | 80% | |||||||||
Proceeds from issuance initial public offering | $ 219,194,512 | |||||||||
Restricted Investments Term | 185 days | |||||||||
Cash Outside The Trust Account | $ 69,341 | |||||||||
Working capital (deficit) | 2,000,576 | |||||||||
Proceeds from Issuance of Common Stock | $ 14,896,580 | |||||||||
Proceeds from unsecured and non-interest bearing promissory note | 950,000 | |||||||||
Redeemable percentage of outstanding public shares | 100% | |||||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | |||||||||
Cash Withdrawn From Trust Account For Stock Redemptions | (178,982,472) | |||||||||
Payment to acquire restricted investments | $ 360,015 | $ 0 | ||||||||
October 2023 Extension [Member] | ||||||||||
Amount deposited in trust account as contribution | $ 90,000 | |||||||||
November 2023 Extension [Member] | ||||||||||
Amount deposited in trust account as contribution | $ 90,000 | |||||||||
December 2023 Extension [Member] | ||||||||||
Amount deposited in trust account as contribution | $ 90,000 | |||||||||
Business Combination [Member] | ||||||||||
Equity method investment ownership percentage | 50% | |||||||||
Sponsor [Member] | ||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | |||||||||
Contributor [Member] | ||||||||||
Payment to acquire restricted investments | 360,015 | |||||||||
Maximum aggregate contribution to the trust account | $ 810,000 | |||||||||
Sponsor Designees And Affiliates [Member] | ||||||||||
Share price | $ 0.028 | $ 0.084 | ||||||||
Payment to acquire restricted investments | $ 360,015 | |||||||||
Commitment to contribute to the trust account | $ 270,000 | |||||||||
Maximum aggregate contribution to the trust account | $ 810,000 | |||||||||
Additional commitment to contribute to the trust account | $ 90,000 | |||||||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||||||||
Class of warrants and rights issued during the period | 6,666,667 | |||||||||
Class of warrants and rights issued price per warrant | $ 1.5 | |||||||||
Proceeds from issuance of private placement | $ 10,595,863 | |||||||||
Private Placement Warrants [Member] | Contributor [Member] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |||||||||
Class of warrants and rights issued price per warrant | 1.5 | |||||||||
Common Class A [Member] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | 11.5 | ||||||||
Common stock par or stated value per share | 0.0001 | $ 0.0001 | ||||||||
Share price | 18 | |||||||||
Temprorary equity redemption price, per share | $ 10.84 | $ 10.34 | ||||||||
Temporary equity shares outstanding | 4,495,530 | 21,489,658 | ||||||||
Common Class A [Member] | Public Warrants [Member] | ||||||||||
Stock Conversion Basis | Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant | |||||||||
Common Class A [Member] | Private Placement Warrants [Member] | Sponsor [Member] | ||||||||||
Class of warrants and rights issued during the period | 7,063,909 | |||||||||
Common Class B [Member] | ||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||
Stock issued during period, stock options exercised | 16,994,128 | |||||||||
Temprorary equity redemption price, per share | $ 10.53 | |||||||||
Cash Withdrawn From Trust Account For Stock Redemptions | $ 178,900,000 | |||||||||
Temporary equity shares outstanding | 4,495,530 | |||||||||
IPO [Member] | ||||||||||
Deferred underwriting Discount | $ 7,521,380 | |||||||||
IPO [Member] | Common Class A [Member] | ||||||||||
Stock shares issued during the period shares | 20,000,000 | |||||||||
Shares Issued, Price Per Share | $ 10 | |||||||||
Stock Conversion Basis | Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. | |||||||||
Over-Allotment Option [Member] | ||||||||||
Shares Issued, Price Per Share | $ 10 | |||||||||
Deferred underwriting Discount | $ 3,000,000 | |||||||||
Proceeds from issuance initial public offering | $ 219,194,512 | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,489,658 | |||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | ||||||||||
Class of warrants and rights issued during the period | 397,242 | |||||||||
Class of warrants and rights issued price per warrant | $ 1.5 | |||||||||
Proceeds from issuance of private placement | $ 595,863 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Jan. 10, 2023 | Dec. 31, 2022 | |
Cash Equivalents, at Carrying Value | $ 0 | $ 0 | |
Federal depository insurance coverage | 250,000 | ||
Cash | 69,341 | 394,251 | |
Assets Held-in-trust | $ 48,728,983 | $ 222,234,685 | |
Bank of America [Member] | Underwriting Agreement [Member] | |||
Payment of deferred fee | $ 3,760,690 | ||
UBS [Member] | Underwriting Agreement [Member] | |||
Payable from held in the Trust | $ 3,760,690 | ||
Common Class A [Member] | |||
Temporary Equity, Shares Outstanding | 4,495,530 | 21,489,658 | |
IPO [Member] | |||
Stock ìssuance costs | $ 12,964,576 | ||
Payments for Underwriting Expense | 4,297,932 | ||
Deferred underwriting Discount | 7,521,380 | ||
Other Offering Costs | $ 1,145,264 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary Of Held To Maturity Securities (Detail) - US Treasury Securities [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Carrying Value | $ 48,728,983 | $ 222,234,685 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 48,728,983 | $ 222,234,685 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary Of Temporary Equity (Detail) - 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 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||||||
Gross proceeds | $ 214,896,580 | ||||||
Proceeds allocated to Public Warrants | (2,865,288) | ||||||
Class A ordinary shares issuance costs | (12,738,617) | ||||||
Redemptions | $ (178,982,472) | ||||||
Remeasurement of carrying value to redemption value | $ 715,818 | $ 2,402,931 | $ 2,358,022 | $ 959,949 | $ 227,005 | 5,476,771 | 22,942,009 |
Class A ordinary shares subject to possible redemption | 48,728,983 | 48,728,983 | 222,234,685 | ||||
Common Class A [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Class A ordinary shares subject to possible redemption | $ 48,728,983 | $ 48,728,983 | $ 222,234,685 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary Of Earnings Per Share Basic And Diluted (Detail) - 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 | |
Numerator | ||||||||
Allocation of net income | $ 276,576 | $ 1,373,073 | $ 2,105,779 | $ 678,708 | $ (95,655) | $ (441,116) | $ 3,755,428 | $ 141,937 |
Common Class A [Member] | ||||||||
Denominator | ||||||||
Weighted average number of shares outstanding, Basic | 4,495,530 | 21,489,658 | 14,330,959 | 21,489,658 | ||||
Weighted average number of shares outstanding, Diluted | 4,495,530 | 21,489,658 | 14,330,959 | 21,489,658 | ||||
Basic net income per ordinary shares | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 | ||||
Diluted net income per ordinary shares | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 | ||||
Common Class A [Member] | Redeemable Common Shares [Member] | ||||||||
Numerator | ||||||||
Allocation of net income | $ 127,225 | $ 542,966 | $ 2,741,462 | $ 113,550 | ||||
Denominator | ||||||||
Weighted average number of shares outstanding, Basic | 4,495,530 | 21,489,658 | 14,330,959 | 21,489,658 | ||||
Weighted average number of shares outstanding, Diluted | 4,495,530 | 21,489,658 | 14,330,959 | 21,489,658 | ||||
Basic net income per ordinary shares | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 | ||||
Diluted net income per ordinary shares | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 | ||||
Common Class A & B [Member] | Non-redeemable Common Shares [Member] | ||||||||
Numerator | ||||||||
Allocation of net income | $ 149,351 | $ 135,742 | $ 1,013,966 | $ 28,387 | ||||
Denominator | ||||||||
Weighted average number of shares outstanding, Basic | 5,372,415 | 5,372,415 | 5,372,415 | 5,372,415 | ||||
Weighted average number of shares outstanding, Diluted | 5,372,415 | 5,372,415 | 5,372,415 | 5,372,415 | ||||
Basic net income per ordinary shares | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 | ||||
Diluted net income per ordinary shares | $ 0.03 | $ 0.03 | $ 0.19 | $ 0.01 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) | Dec. 13, 2021 | Sep. 30, 2023 |
Shares Issued, Price Per Share | $ 10.2 | $ 10 |
Proceeds From Issuance Of IPO | $ 219,194,512 | |
Restricted Investments Term | 185 days | |
Common Class A [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 |
Common Class A [Member] | IPO [Member] | ||
Stock shares issued during the period shares | 20,000,000 | |
Shares Issued, Price Per Share | $ 10 | |
Stock Conversion Basis | Each Unit was sold at a price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant. | |
Common Class A [Member] | IPO [Member] | Maximum [Member] | ||
Shares Issued, Price Per Share | $ 10.2 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | Dec. 13, 2021 | Sep. 30, 2023 |
Sponsor [Member] | Private Placement Warrants [Member] | ||
Class of warrants and rights issued during the period | 6,666,667 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | |
Class of warrants and rights issued price per warrant | $ 1.5 | |
Proceeds from issuance of private placement | $ 10,595,863 | |
Common Class A [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.5 | $ 11.5 |
Common Class A [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||
Class of warrants and rights issued during the period | 7,063,909 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 9 Months Ended | 11 Months Ended | |||||||||||
Aug. 17, 2023 USD ($) | Jun. 27, 2023 USD ($) | Dec. 29, 2021 USD ($) $ / shares shares | Dec. 13, 2021 $ / shares | Dec. 12, 2021 USD ($) $ / shares shares | Nov. 08, 2021 shares | Feb. 08, 2021 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 11, 2022 USD ($) | Feb. 19, 2021 USD ($) | |
Proceeds from Issuance of Common Stock | $ 14,896,580 | ||||||||||||
Percenatge of shares issuable upon conversion | 50 | ||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500,000 | ||||||||||||
Offering proceeds allocated to offering expenses | $ 1,000,000 | ||||||||||||
Due to related party | $ 217,419 | $ 127,419 | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10.2 | $ 10 | |||||||||||
Payment to acquire restricted investments | $ 360,015 | $ 0 | |||||||||||
Working Capital Loan [Member] | |||||||||||||
Debt instrument convertible into warrants | $ 1,500,000 | ||||||||||||
Debt instrument conversion price | $ / shares | $ 1.5 | ||||||||||||
Share Price Equals Or Exceeds Eleven Point Five Zero Per Usd [Member] | |||||||||||||
Percenatge of shares issuable upon conversion | 25 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.5 | ||||||||||||
Share Price Equals Or Exceeds Thirteen Per Usd [Member] | |||||||||||||
Percenatge of shares issuable upon conversion | 25 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 13 | ||||||||||||
Over-Allotment Option [Member] | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | |||||||||||||
Class of warrants and rights issued price per warrant | $ / shares | $ 1.5 | ||||||||||||
Sponsor [Member] | |||||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||||||||||
Sponsor [Member] | Promissory Note One [Member] | |||||||||||||
Debt face value | $ 500,000 | ||||||||||||
Long-Term Debt, Gross | 500,000 | ||||||||||||
Sponsor [Member] | Promissory Note Two [Member] | |||||||||||||
Debt face value | $ 100,000 | ||||||||||||
Long-Term Debt, Gross | 100,000 | ||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | ||||||||||||
Sponsor [Member] | Promissory Note Three [Member] | |||||||||||||
Debt face value | $ 100,000 | ||||||||||||
Long-Term Debt, Gross | 100,000 | ||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | ||||||||||||
Sponsor [Member] | Promissory Note Four [Member] | |||||||||||||
Debt face value | $ 250,000 | ||||||||||||
Long-Term Debt, Gross | 250,000 | ||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2023 | ||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 11.5 | ||||||||||||
Class of warrants and rights issued price per warrant | $ / shares | $ 1.5 | ||||||||||||
Contributor [Member] | |||||||||||||
Maximum aggregate contribution to the trust account | 810,000 | ||||||||||||
Payment to acquire restricted investments | $ 360,015 | ||||||||||||
Contributor [Member] | Private Placement Warrants [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.5 | ||||||||||||
Class of warrants and rights issued price per warrant | $ / shares | $ 1.5 | ||||||||||||
Related Party [Member] | |||||||||||||
Due to related party | $ 217,419 | $ 127,419 | |||||||||||
Related Party [Member] | Administrative Service Fee [Member] | |||||||||||||
Expenses from Transactions with Related Party | $ 10,000 | ||||||||||||
Founder shares [Member] | Over-Allotment Option [Member] | |||||||||||||
Common shares subject to forfeiture | shares | 377,585 | ||||||||||||
Founder shares [Member] | Sponsor [Member] | Directors And Executives [Member] | |||||||||||||
Shares issued, Shares, Share based Payment Arrangement | shares | 300,000 | ||||||||||||
Shares issued, Value, Share based Payment Arrangement | $ 1,926,000 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 6.42 | ||||||||||||
Share based payment arrangement, Expense | $ 0 | ||||||||||||
Common Class B [Member] | |||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock shares outstanding | shares | 25,000 | 5,372,415 | |||||||||||
Common Class B [Member] | Sponsor [Member] | Share Price Equals Or Exceeds Eleven Point Five Zero Per Usd [Member] | |||||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||
Waiting Period After Which The Share Trading Days Are Considered | 150 days | ||||||||||||
Common Class B [Member] | Sponsor [Member] | Share Price Equals Or Exceeds Thirteen Per Usd [Member] | |||||||||||||
Number of trading days for determining the share price | 20 days | ||||||||||||
Waiting Period After Which The Share Trading Days Are Considered | 150 days | ||||||||||||
Common Class B [Member] | Founder shares [Member] | Sponsor [Member] | |||||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||||||||||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||||||||||||
Stock redeemed or called during period, shares | shares | 1,437,500 | ||||||||||||
Common stock shares outstanding | shares | 7,187,500 | 7,187,500 | |||||||||||
Common Class B [Member] | Maximum [Member] | Founder shares [Member] | Sponsor [Member] | |||||||||||||
Common stock shares outstanding | shares | 5,750,000 |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Dec. 29, 2021 | Sep. 30, 2023 | Jan. 10, 2023 | Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Line Items] | ||||
Deferred underwriting commissions | $ 3,760,690 | $ 7,521,380 | ||
Underwriting Agreement [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Term of option for underwriters to purchase additional Units to cover over-allotments | 45 days | |||
Additional units that can be purchased to cover over-allotments (in shares) | 3,000,000 | |||
Additional units that can be purchased to cover over-allotments Value | $ 120,000 | |||
Underwriting commission per unit paid | $ 0.2 | |||
Payment of underwriting commission | $ 4,000,000 | |||
Deferred underwriting commissions | $ 7,521,480 | |||
Underwriting Agreement [Member] | Bank of America [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Payment of deferred fee | $ 3,760,690 | |||
Underwriting Agreement [Member] | UBS [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Payable from held in the Trust | $ 3,760,690 | |||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Stock issued during period, Shares | 1,489,658 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | 9 Months Ended | ||||||
Nov. 02, 2023 | Jul. 11, 2023 | Nov. 08, 2021 | Sep. 30, 2023 | Jun. 02, 2023 | Dec. 31, 2022 | Dec. 13, 2021 | |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock shares issued | 0 | 0 | |||||
Preferred stock shares outstanding | 0 | 0 | |||||
Number of days after consummation of business combination within which the securities shall be registered | 20 days | ||||||
Number of days after which business combination within which securities registration shall be effective | 60 days | ||||||
Subsequent Event [Member] | |||||||
Class of warrants and rights issued during the period | 14,191,092 | ||||||
Event Triggering Adjustment To Exercise Price Of Warrants [Member] | |||||||
Threshold issue price for capital raising purpose in connection with closing of business combination | $ 9.2 | ||||||
Public Warrants [Member] | |||||||
Class of warrants redemption price per unit | $ 0.01 | ||||||
Public Warrants [Member] | Subsequent Event [Member] | |||||||
Class of warrants and rights issued during the period | 7,127,183 | ||||||
Private Placement Warrants [Member] | |||||||
Lock in period of warrants For transferable assignable Or salable after the completion of business combination | 30 days | ||||||
Private Placement Warrants [Member] | Subsequent Event [Member] | |||||||
Class of warrants and rights issued during the period | 7,063,909 | ||||||
Common Class A [Member] | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||||
Common stock shares outstanding | 5,347,415 | 0 | |||||
Class of warrant or right, exercise price of warrants or rights | $ 11.5 | $ 11.5 | |||||
Share price | $ 18 | ||||||
Number of trading days for determining the share price | 20 days | ||||||
Number of consecutive trading days for determining share price | 30 days | ||||||
Temporary Equity Shares, Outstanding | 4,495,530 | 21,489,658 | |||||
Common Class A [Member] | Common Stock [Member] | |||||||
Common stock shares outstanding | 5,347,415 | ||||||
Common Class A [Member] | Holders [Member] | |||||||
Stock shares issued during the period shares | 5,347,415 | ||||||
Common Class A [Member] | Forward Purchase Agreement [Member] | |||||||
Share price | $ 10 | ||||||
Stock issued during period shares issued for services | 2,500,000 | ||||||
Stock issued during period value issued for services | $ 25,000,000 | ||||||
Additional forward purchase shares subscribed but unissued shares | 2,500,000 | ||||||
Additional forward purchase shares issue price per share | $ 10 | ||||||
Additional forward purchase shares subscribed but unissued value | $ 25,000,000 | ||||||
Common Class A [Member] | Public Warrants [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | |||||||
Share price | $ 18 | ||||||
Percentage of gross proceeds on total equity proceeds | 60% | ||||||
Threshold trading days to determine the volume weighted average trading price | 20 days | ||||||
Volume weighted average price per share | $ 9.2 | ||||||
Adjusted exercise price of warrants percentage | 115% | ||||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | ||||||
Common Class B [Member] | |||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||||
Common stock shares outstanding | 25,000 | 5,372,415 | |||||
Temporary Equity Shares, Outstanding | 4,495,530 | ||||||
Common Class B [Member] | Conversion of Class B to Class A Common Stock [Member] | |||||||
Number of ordinary shares issuable upon conversion of all founder shares aggregate percentage of the total number of ordinary shares outstanding after conversion | 20% | ||||||
Class A ordinary shares subject to redemption [Member] | |||||||
Temporary Equity Shares, Outstanding | 4,495,530 | 21,489,658 | |||||
Class A ordinary shares subject to redemption [Member] | Common Stock [Member] | |||||||
Temporary Equity Shares, Outstanding | 4,495,530 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Information About the Company's Financial Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 48,728,983 | $ 222,234,685 |
U.S. Treasury Securities Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 48,728,983 | 222,234,685 |
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 48,728,983 | 222,234,685 |
Fair Value, Recurring [Member] | Quoted Prices In Active Markets (Level 1) [Member] | U.S. Treasury Securities Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 48,728,983 | 222,234,685 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Nov. 10, 2023 | Oct. 11, 2023 |
November 2023 Extension [Member] | ||
Amount deposited in trust account as contribution | $ 90,000 | |
December 2023 Extension [Member] | ||
Amount deposited in trust account as contribution | $ 90,000 | |
Subsequent Event [Member] | November 2023 Extension [Member] | ||
Amount deposited in trust account as contribution | $ 90,000 | |
Subsequent Event [Member] | December 2023 Extension [Member] | ||
Amount deposited in trust account as contribution | $ 90,000 |