Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | AFRICAN AGRICULTURE HOLDINGS INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001848898 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash | $ 17,450 | $ 36,675 | $ 1,358,622 |
Prepaid expenses | 92,949 | 137,073 | 183,695 |
Total current assets | 110,399 | 173,748 | 1,542,317 |
Cash held in Trust Account | 22,442,184 | ||
Investments held in Trust Account | 47,264,548 | 200,005,484 | |
Total Assets | 22,552,583 | 47,438,296 | 201,547,801 |
Current liabilities: | |||
Accounts payable | 3,153,214 | 2,969,033 | 130,384 |
Accrued expenses | 8,837,319 | 6,768,920 | 1,063,040 |
Non-redemption agreements liabilities | 400,702 | ||
Total current liabilities | 14,016,448 | 10,337,953 | 1,193,424 |
Forward purchase options liabilities | 172 | 331,777 | |
Deferred underwriting fee payable | 7,000,000 | 7,000,000 | 7,000,000 |
Total Liabilities | 21,016,620 | 17,669,730 | 8,193,424 |
Commitments and Contingencies | |||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 2,119,553 and 4,642,030 shares issued and outstanding at redemption value of approximately $10.54 and $10.16 per share as of September 30, 2023 and December 31, 2022, respectively | 22,342,184 | 47,164,548 | 200,000,000 |
Shareholders’ Deficit: | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2023 and December 31, 2022 | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,655,000 and 655,000 shares issued and outstanding (excluding 2,119,553 and 4,642,030 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively | 66 | 66 | |
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,666,667 and 6,666,667 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 667 | 667 | |
Additional paid-in capital | |||
Accumulated deficit | (20,806,954) | (17,396,715) | (6,646,356) |
Total shareholders’ deficit | (20,806,221) | (17,395,982) | (6,645,623) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | 22,552,583 | 47,438,296 | 201,547,801 |
Class A Ordinary Shares | |||
Shareholders’ Deficit: | |||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,655,000 and 655,000 shares issued and outstanding (excluding 2,119,553 and 4,642,030 shares subject to possible redemption) as of September 30, 2023 and December 31, 2022, respectively | 166 | 66 | |
Class B Ordinary Shares | |||
Shareholders’ Deficit: | |||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,666,667 and 6,666,667 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 567 | 667 | |
Related Party | |||
Current liabilities: | |||
Promissory note – related party | $ 1,625,213 | $ 600,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preference shares, shares issued | |||
Preference shares, shares outstanding | |||
Class A Ordinary Shares | |||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares issued | 2,119,553 | 4,642,030 | 20,000,000 |
Ordinary shares subject to possible redemption, shares outstanding | 2,119,553 | 4,642,030 | 20,000,000 |
Ordinary shares subject to possible redemption value per share (in Dollars per share) | $ 10.42 | $ 10.16 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 1,655,000 | 655,000 | 655,000 |
Ordinary shares, shares outstanding | 1,655,000 | 655,000 | 655,000 |
Class B Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 5,666,667 | 6,666,667 | 6,666,667 |
Ordinary shares, shares outstanding | 5,666,667 | 6,666,667 | 6,666,667 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
General and administrative expenses | $ 985,544 | $ 1,768,741 | $ 3,161,142 | $ 7,583,664 | $ 1,459,011 | $ 10,273,098 |
Loss from operations | (1,045,544) | (1,828,741) | (3,341,142) | (7,763,664) | (1,545,678) | (10,513,098) |
Change in fair value of forward purchase options liabilities | 176,828 | 331,605 | (36,447) | |||
Change in fair value of non redemption agreement liabilities | (500,877) | (478,196) | ||||
Loss in connection with non-redemption agreements | (130,418) | |||||
Income from cash and investments held in Trust Account | 260,232 | 902,743 | 1,201,552 | 1,192,958 | 5,484 | 2,165,194 |
Net loss | $ (1,109,361) | $ (925,998) | $ (2,416,599) | $ (6,570,706) | (1,540,194) | (8,679,681) |
Other income (expenses): | ||||||
Loss on Forward Purchase Agreement | (295,330) | |||||
Total other income | $ 5,484 | $ 1,833,417 | ||||
Class A Ordinary Shares | ||||||
Other income (expenses): | ||||||
Basic weighted average shares outstanding (in Shares) | 3,774,553 | 20,655,000 | 4,481,227 | 20,655,000 | 8,961,092 | 18,677,398 |
Basic net loss per share (in Dollars per share) | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.1) | $ (0.34) |
Class B Ordinary Shares | ||||||
Other income (expenses): | ||||||
Basic weighted average shares outstanding (in Shares) | 5,666,667 | 6,666,667 | 6,161,172 | 6,666,667 | 6,482,052 | 6,666,667 |
Basic net loss per share (in Dollars per share) | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.1) | $ (0.34) |
Related Party | ||||||
Administrative expenses - related party | $ 60,000 | $ 60,000 | $ 180,000 | $ 180,000 | $ 86,667 | $ 240,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares | ||||||
Diluted weighted average shares outstanding (in Shares) | 3,774,553 | 20,655,000 | 4,481,227 | 20,655,000 | 8,961,092 | 18,677,398 |
Diluted net loss per share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.10) | $ (0.34) |
Class B Ordinary Shares | ||||||
Diluted weighted average shares outstanding (in Shares) | 5,666,667 | 6,666,667 | 6,161,172 | 6,666,667 | 6,482,052 | 6,666,667 |
Diluted net loss per share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.10) | $ (0.34) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders’ Deficit - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Feb. 09, 2021 | |||||
Balance (in Shares) at Feb. 09, 2021 | |||||
Issuance of Class B ordinary shares to Sponsor | $ 767 | 24,233 | 25,000 | ||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 7,666,667 | ||||
Fair value of Public Warrants included in the Units sold in the Initial Public Offering | 4,733,334 | 4,733,334 | |||
Sales of Private Placement Units | $ 66 | 6,549,934 | 6,550,000 | ||
Sales of Private Placement Units (in Shares) | 655,000 | ||||
Contribution from Sponsor upon sale of Founder Shares to Anchor Investors | 10,341,127 | 10,341,127 | |||
Forfeiture of Class B ordinary shares | $ (100) | 100 | |||
Forfeiture of Class B ordinary shares (in Shares) | (1,000,000) | ||||
Accretion of Class A ordinary shares subject to possible redemption | (21,648,728) | (5,106,162) | (26,754,890) | ||
Net loss | (1,540,194) | (1,540,194) | |||
Balance at Dec. 31, 2021 | $ 66 | $ 667 | (6,646,356) | (6,645,623) | |
Balance (in Shares) at Dec. 31, 2021 | 655,000 | 6,666,667 | |||
Net loss | (1,906,041) | (1,906,041) | |||
Balance at Mar. 31, 2022 | $ 66 | $ 667 | (8,552,397) | (8,551,664) | |
Balance (in Shares) at Mar. 31, 2022 | 655,000 | 6,666,667 | |||
Balance at Dec. 31, 2021 | $ 66 | $ 667 | (6,646,356) | (6,645,623) | |
Balance (in Shares) at Dec. 31, 2021 | 655,000 | 6,666,667 | |||
Net loss | (6,570,706) | ||||
Balance at Sep. 30, 2022 | $ 66 | $ 667 | (14,315,504) | (14,314,771) | |
Balance (in Shares) at Sep. 30, 2022 | 655,000 | 6,666,667 | |||
Balance at Dec. 31, 2021 | $ 66 | $ 667 | (6,646,356) | (6,645,623) | |
Balance (in Shares) at Dec. 31, 2021 | 655,000 | 6,666,667 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (2,070,678) | (2,070,678) | |||
Net loss | (8,679,681) | (8,679,681) | |||
Balance at Dec. 31, 2022 | $ 66 | $ 667 | (17,396,715) | (17,395,982) | |
Balance (in Shares) at Dec. 31, 2022 | 655,000 | 6,666,667 | |||
Balance at Mar. 31, 2022 | $ 66 | $ 667 | (8,552,397) | (8,551,664) | |
Balance (in Shares) at Mar. 31, 2022 | 655,000 | 6,666,667 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (195,699) | (195,699) | |||
Net loss | (3,738,667) | (3,738,667) | |||
Balance at Jun. 30, 2022 | $ 66 | $ 667 | (12,486,763) | (12,486,030) | |
Balance (in Shares) at Jun. 30, 2022 | 655,000 | 6,666,667 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (902,743) | (902,743) | |||
Net loss | (925,998) | (925,998) | |||
Balance at Sep. 30, 2022 | $ 66 | $ 667 | (14,315,504) | (14,314,771) | |
Balance (in Shares) at Sep. 30, 2022 | 655,000 | 6,666,667 | |||
Balance at Dec. 31, 2022 | $ 66 | $ 667 | (17,396,715) | (17,395,982) | |
Balance (in Shares) at Dec. 31, 2022 | 655,000 | 6,666,667 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (501,501) | (501,501) | |||
Net loss | (906,456) | (906,456) | |||
Balance at Mar. 31, 2023 | $ 66 | $ 667 | (18,804,672) | (18,803,939) | |
Balance (in Shares) at Mar. 31, 2023 | 655,000 | 6,666,667 | |||
Balance at Dec. 31, 2022 | $ 66 | $ 667 | (17,396,715) | (17,395,982) | |
Balance (in Shares) at Dec. 31, 2022 | 655,000 | 6,666,667 | |||
Net loss | (2,416,599) | ||||
Balance at Sep. 30, 2023 | $ 166 | $ 567 | (20,806,954) | (20,806,221) | |
Balance (in Shares) at Sep. 30, 2023 | 1,655,000 | 5,666,667 | |||
Balance at Mar. 31, 2023 | $ 66 | $ 667 | (18,804,672) | (18,803,939) | |
Balance (in Shares) at Mar. 31, 2023 | 655,000 | 6,666,667 | |||
Shareholder non-redemption agreement | 43,473 | 43,473 | |||
Conversion of Class B ordinary shares to Class A ordinary shares | $ 100 | $ (100) | |||
Conversion of Class B ordinary shares to Class A ordinary shares (in Shares) | 1,000,000 | (1,000,000) | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (43,473) | (396,346) | (439,819) | ||
Net loss | (400,782) | (400,782) | |||
Balance at Jun. 30, 2023 | $ 166 | $ 567 | (19,601,800) | (19,601,067) | |
Balance (in Shares) at Jun. 30, 2023 | 1,655,000 | 5,666,667 | |||
Shareholder non-redemption agreement | 164,439 | 164,439 | |||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (164,439) | (95,793) | (260,232) | ||
Net loss | (1,109,361) | (1,109,361) | |||
Balance at Sep. 30, 2023 | $ 166 | $ 567 | $ (20,806,954) | $ (20,806,221) | |
Balance (in Shares) at Sep. 30, 2023 | 1,655,000 | 5,666,667 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (2,416,599) | $ (6,570,706) | $ (1,540,194) | $ (8,679,681) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares | 11,697 | |||
General and administrative expenses paid by Sponsor under promissory note | 34 | |||
Change in fair value of derivative liabilities | 36,447 | |||
Loss on Forward Purchase Agreement | 295,330 | |||
Income from investments held in Trust Account | (1,201,552) | (1,192,958) | (5,484) | (2,165,194) |
Change in fair value of forward purchase options liabilities | (331,605) | |||
Change in fair value of non redemption agreement liabilities | 478,196 | |||
Loss in connection with non- redemption agreements | 130,418 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 44,124 | 88,032 | (183,695) | 46,622 |
Accounts payable | 184,181 | 2,470,256 | 98,384 | 2,838,649 |
Accrued expenses | 2,068,399 | 3,993,845 | 993,040 | 5,705,880 |
Net cash used in operating activities | (1,044,438) | (1,211,531) | (626,218) | (1,921,947) |
Cash Flows from Investing Activities: | ||||
Cash withdrawn from Trust Account for payment to redeeming shareholders | 26,023,916 | |||
Principal deposited in Trust Account | (200,000,000) | |||
Withdrawal for redemption payment | 154,906,130 | |||
Net cash provided by investing activities | 26,023,916 | (200,000,000) | 154,906,130 | |
Cash Flows from Financing Activities: | ||||
Payment to redeeming shareholders | (26,023,916) | |||
Advances from related party | 1,650 | |||
Proceeds received from initial public offering, gross | 200,000,000 | |||
Proceeds received from private placement | 6,550,000 | |||
Redemption payment of Class A ordinary shares subject to possible redemption | (154,906,130) | |||
Proceeds from promissory note - related party | 1,025,213 | 600,000 | ||
Repayment of promissory note | (87,369) | |||
Offering costs paid | (4,479,441) | |||
Net cash used in financing activities | (24,998,703) | 201,984,840 | (154,306,130) | |
Net Change in Cash | (19,225) | (1,211,531) | 1,358,622 | (1,321,947) |
Cash - Beginning of period | 36,675 | 1,358,622 | 1,358,622 | |
Cash - End of period | 17,450 | 147,091 | 1,358,622 | 36,675 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Offering costs paid by related party in exchange for Founder Shares | 13,303 | |||
Offering costs included in accounts payable | 32,000 | |||
Offering costs included in accrued expenses | 70,000 | |||
Offering costs paid by related party under promissory note | 85,685 | |||
Value of Class B ordinary shares transferred to Anchor Investors | 10,341,127 | |||
Forfeiture of Class B ordinary shares | 100 | |||
Deferred underwriting fee | $ 7,000,000 | |||
Supplemental disclosure of noncash investing and financing activities: | ||||
Conversion of Class B ordinary shares to Class A ordinary shares | 100 | |||
Shareholder non-redemption agreement | 207,912 | |||
Subsequent accretion of Class A ordinary shares subject to possible redemption to redemption amount as of September 30, 2023 | $ 1,201,552 | $ 1,098,442 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 10X Capital Venture Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the Initial Public Offering (as defined below), and, since the closing of the Initial Public Offering, the search for and efforts toward completing an initial Business Combination. 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 income in the form of investment income from the proceeds held in the Trust Account (as defined below). The Company’s Sponsor is 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 10, 2021. On August 13, 2021, the Company consummated its initial public offering (the “Initial Public Offering”) of 20,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $21.7 million, of which $7.0 million was for deferred underwriting commissions (see Note 6). Each Unit is comprised of one Class A ordinary share, par value $0.0001 per share (the “Public Shares”) and one-third of one redeemable warrant (the “Public Warrants”), each whole warrant entitling the holder to purchase one Public Share. Simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 655,000 Units (the “Private Units”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), at a price of $10.00 per Private Unit, generating gross proceeds of approximately $6.6 million. Each Private Unit is comprised of one Class A ordinary share (a “private placement share”) and one-third of one redeemable warrant (each whole warrant, a “private placement warrant”), with each whole warrant entitling the holder to purchase one private placement share at an exercise price of $11.50 per share. Following the closing of the Initial Public Offering on August 13, 2021, $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units and $12,515 overfunded by Sponsor, which was returned to the Sponsor on August 17, 2021, was placed in a Trust Account (“Trust Account”) and is being invested only 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 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, up to $100,000 to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination within 21 months from the closing of the Initial Public Offering, subject to applicable law, and (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of the Public Shares if the Company has not consummated the initial Business Combination within 21 months from the closing of the Initial Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the public shareholders 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 shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a 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 Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account at September 30, 2023 was $10.54 per Public Share. The Class A ordinary shares subject to possible redemption is recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). In such case, the Company will proceed with a Business Combination if the Company seeks shareholder approval, and a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the second amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (as amended on May 10, 2023, the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, the private placement shares underlying the Private Units and Public Shares in connection with the completion of a Business Combination. The Sponsor will not have any redemption rights in connection with the Converted Shares (as defined below), and the Converted Shares will be subject to the restrictions on transfer included in the letter agreement entered into by the Sponsor in connection with the Initial Public Offering. The Company has until December 13, 2023 with the option to extend up to two times, by an additional month each time, upon approval by the Company’s board of directors, up until February 13, 2024 (the “Combination Period”) (see discussion below), to complete the Business Combination. On August 8 2023, the Board approved the extension of the date by which the Company is required to complete an initial business combination until September 13, 2023 (the “First Optional Extension”). On September 11, 2023, the Board approved the extension of the date by which the Company is required to complete an initial business combination until October 13, 2023. On October 10, 2023, the Board approved the extension of the date by which the Company is required to complete an initial business combination until November 13, 2023. On November 8, 2023, the Board approved an extension of the date by which 10X II is required to complete an initial business combination from November 13, 2023 until December 13, 2023. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares, the private placement shares underlying the Private Units, and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or any extended period of time that the Company may have to consummate the Business Combination as a result of an amendment to the Amended and Restated Memorandum and Articles of Association (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the Business Combination within the Combination Period). The Sponsor will not have any redemption rights in connection with the Converted Shares (as defined below), and the Converted Shares will be subject to the restrictions on transfer included in the letter agreement entered into by the Sponsor in connection with the Initial Public Offering. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the assets in the Trust Account, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Proposed Business Combination On November 2, 2022, the Company entered into an Agreement and Plan of Merger (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 3, 2023, and as may be further amended, supplemented or otherwise modified from time to time, the “AA Merger Agreement”), by and among the Company, 10X AA Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and African Agriculture, Inc., a Delaware corporation (“African Agriculture”). The AA Merger Agreement and the transactions contemplated thereby were approved by the Company’s board of directors (the “Board”) and the board of directors of African Agriculture. Pursuant to the AA Merger Agreement, the Company will, subject to obtaining the required shareholder approvals and at least one day prior to the Effective Time (as defined in the AA Merger Agreement), change the Company’s jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware at least one day prior to the Closing (the “Domestication”). Following the Domestication, AA Merger Sub will merge with and into African Agriculture (the “Merger”), with African Agriculture surviving the Merger as the Company’s wholly owned subsidiary. In connection with the Domestication, the Company will change their name to “African Agriculture Holdings Inc.” (“New African Agriculture”). The Domestication, the Merger and the other transactions contemplated by the AA Merger Agreement are hereinafter referred to as the “Business Combination.” In accordance with the terms and subject to the conditions of the AA Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of African Agriculture issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the number of shares of duly authorized, validly issued, fully paid and nonassessable common stock of New African Agriculture (“New African Agriculture Common Stock”) equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) the sum of (1) $450,000,000 and (2) the aggregate amount of any Company Pre-Closing Financing (as defined in the AA Merger Agreement) by (ii) ten dollars ($10.00) by (y) the sum, without duplication, of the aggregate number of shares of common stock of African Agriculture that are (i) issued and outstanding immediately prior to the Effective Time, (ii) issuable upon the exercise or settlement of options or restricted stock units of African Agriculture (whether or not then vested or exercisable) that are outstanding immediately prior to the Effective Time, or (iii) issuable upon conversion of any African Agriculture convertible note issued prior to the date of the AA Merger Agreement and outstanding at the Effective Time (the “Merger Consideration”). The AA Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, (i) by the Company’s or African Agriculture’s mutual written consent, (ii) by the Company, subject to certain exceptions, if any of the representations and warranties of African Agriculture are not true and correct or if African Agriculture fails to perform any of its respective covenants or agreements set forth in the AA Merger Agreement such that certain conditions to the Company’s obligations cannot be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by African Agriculture, subject to certain exceptions, if any of the representations and warranties made by the Company are not true and correct or if the Company fails to perform any of its covenants or agreements set forth in the AA Merger Agreement such that the condition to the obligations of African Agriculture cannot be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either the Company or African Agriculture if the closing of the Merger (the “Closing”) has not occurred on or before December 13, 2023 (the “Termination Date”); provided that the Termination Date may be extended at the Company’s discretion up to February 13, 2024 provided further that such date is prior to the deadline by which the Company must complete the Company’s initial business combination under the Company’s organizational documents, (v) by either African Agriculture or the Company if the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or other law; (vi) by either the Company or African Agriculture if the Extension Proposal (as defined below) is not duly approved on or before November 13, 2022, (vii) prior to obtaining the required approvals by the Company’s shareholders, by African Agriculture if the Company’s Board changes its recommendation that the Company’s shareholders approve the proposals included in the proxy statement/prospectus or fails to include such recommendation in the proxy statement/prospectus, (viii) by African Agriculture if certain required shareholders approvals are not obtained after the conclusion of a meeting of the Company’s shareholders held for the purpose of voting on such approvals, and (ix) by the Company if the required approvals by African Agriculture stockholders have not been obtained within ten (10) business days following the date that the Registration Statement (as defined in the AA Merger Agreement) is disseminated by African Agriculture to its stockholders. African Agriculture will be obligated to pay the Company a termination fee equal to 2.0% of the aggregate Merger Consideration if the AA Merger Agreement is terminated pursuant to clauses (ii) or (iv) of the preceding paragraph; provided that in the case of a termination under clause (iv) above, African Agriculture will only be required to pay the termination fee if the transactions contemplated by the AA Merger Agreement were not consummated prior to the Termination Date primarily due to failure of African Agriculture to provide information required to obtain SEC clearance of the Registration Statement (as defined in the AA Merger Agreement). The Company will be obligated to pay African Agriculture a termination fee equal to 2.0% of the Merger Consideration if the AA Merger Agreement is terminated pursuant to clause (iii) of the preceding paragraph. On January 3, 2023, the parties to the AA Merger Agreement entered into the First Amendment, pursuant to which African Agriculture has agreed to provide all necessary assistance and cooperation in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to further extend the term of the Company, if necessary, including paying all reasonable out-of-pocket fees and expenses of African Agriculture, the Company and AA Merger Sub (including, but not limited to, fees and expenses of outside counsel and any other agents, advisors, consultants, experts and financial advisors, employed by or on behalf of African Agriculture, the Company or AA Merger Sub) related to such extension. Acquiror Support Agreement Concurrently with the execution of the AA Merger Agreement, the Company entered into the Acquiror Support Agreement (the “Acquiror Support Agreement”) with African Agriculture, and the sponsor and the Company’s directors and officers (collectively, the “Class B Holders”), pursuant to which the Class B Holders agreed to, among other things, (i) vote at any shareholder meeting or pursuant to any action of written resolution of the Company’s shareholders all of their Class B ordinary shares, par value $0.001 per share, held of record or thereafter acquired in favor of the Business Combination, the Domestication and the other Proposals (as defined in the AA Merger Agreement) and (ii) be bound by certain other covenants and agreements related to the Business Combination, in each case, on the terms and subject to the conditions set forth in the Acquiror Support Agreement. Additionally, for a period ending six months after the Closing (the “First Lock-up Period”), the Class B Holders will be subject to a lock-up with respect to one-third of the Lock-Up Shares (as defined in the Acquiror Support Agreement), and for a period beginning six months after the Closing and ending twelve months after the Closing (the “Second Lock-up Period”), the Class B Holders will be subject to a lock-up with respect to the remaining two-thirds of the Lock-Up Shares; provided that the lock-up shall expire upon the date on which the last reported sale price of the shares of New African Agriculture Common Stock exceeds $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period during the Second Lock-up Period. African Agriculture Support Agreements In connection with the execution of the AA Merger Agreement, the Company entered into a support agreement (the “African Agriculture Support Agreements”) with African Agriculture’s majority stockholder, Global Commodities & Investments Ltd., and African Agriculture pursuant to which Global Commodities & Investments Ltd. agreed to (i) vote at any meeting of the stockholders of African Agriculture all shares of common stock of African Agriculture held of record or thereafter acquired in favor of the Business Combination, (ii) be bound by certain other covenants and agreements related to the Business Combination and (iii) be bound by certain transfer restrictions with respect to such securities prior to the Closing of the Business Combination, in each case, on the terms and subject to the conditions set forth in the African Agriculture Support Agreements. Standby Equity Purchase Agreement Concurrently with the execution of the AA Merger Agreement, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with Yorkville Advisors Global, LP (“Yorkville”), pursuant to which, subject to the consummation of the Business Combination, African Agriculture Holdings, Inc., a Delaware corporation (“New African Agriculture”) has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $100 million of New African Agriculture Common Stock at the time of New African Agriculture’s choosing during the term of the agreement, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes. Each advance under the SEPA (an “Advance”) may be for an aggregate amount of New African Agriculture Common Stock purchased at 96% of the Market Price during a one-day pricing period or 97% of the Market Price during a three-day pricing period elected by New African Agriculture. The “Market Price” is defined in the SEPA as the VWAP (as defined below) during the trading day, in the case of a one day pricing period, or the lowest daily VWAP of the three consecutive trading days, in the case of a three day pricing period, commencing on the trading day on which New African Agriculture submits an Advance notice to Yorkville. “VWAP” means, for any trading day, the daily volume weighted average price of New African Agriculture Common Stock for such date on Nasdaq as reported by Bloomberg L.P. during regular trading hours or such other period in the case of a one-day trading period. The SEPA will continue for a term of three years commencing from the sixth trading day following the closing of the Business Combination (the “SEPA Effective Date”). Pursuant to the SEPA, New African Agriculture will pay to Yorkville a commitment fee of $1.0 million, which is to be paid on the SEPA Effective Date. New African Agriculture can elect to pay the commitment fee by issuing New African Agriculture Common Stock to Yorkville in an amount equal to the commitment fee divided by the average daily VWAP for the five consecutive trading days prior to the SEPA Effective Date. Forward Purchase Agreement Simultaneously with the execution of the AA Merger Agreement, the Company and African Agriculture entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with Vellar Opportunity Fund SPV LLC - Series 8 (“Vellar”), a client of Cohen & Company Financial Management, LLC (“Cohen”). Pursuant to the Forward Purchase Agreement, Vellar intends, but is not obligated, to purchase through a broker in the open market (a) the Company’s Class A ordinary shares, par value $0.0001 per share, including from public shareholders who elect to redeem their shares (such purchased shares, the “Recycled Shares”) in connection with the extraordinary general meeting to vote to approve the Business Combination. Vellar may also purchase additional Shares in an issuance from the Company (such shares, the “Additional Shares” and, together with the Recycled Shares, the “Subject Shares”). Pursuant to the Forward Purchase Agreement, Vellar may purchase up to 4,000,000 shares, subject to automatic reduction to equal the amount of the Company’s ordinary shares outstanding as of the redemption deadline and subject to increase to up to 10,000,000 shares upon mutual agreement of the Company and Vellar (the “Maximum Number of Shares”). Vellar has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination. No later than two days prior to the Prepayment Date, the Company may request that Vellar provide it an amount in cash of up to 10% of the product of (a) all shares purchased by Vellar pursuant to the Forward Purchase Agreement and (b) the Initial Price (the “Prepayment Shortfall”) and Vellar shall pay the Prepayment Shortfall either (i) on the Prepayment Date, in which case such amount shall be deducted from the Prepayment Amount, or (ii) if Vellar submits a request to register the resale of the shares it holds prior to the Prepayment Date, one business day following the effective date of the resale registration statement. If the Company elects to receive the Prepayment Shortfall the Share Consideration shall be increased to the product of (x) the greater of (a) 10% of the Maximum Number of Shares and (b) 400,000 and (y) the Initial Price. From time to time following the Closing but prior to the Maturity Date (as defined below), Vellar, in its discretion, may declare an early termination (an “Optional Early Termination”) of the Forward Purchase Agreement with regard to all or a portion of the Subject Shares (such shares “Terminated Shares”) and remit to New African Agriculture an amount equal to the number of Terminated Shares multiplied by a price (the “Reset Price”) that adjusts on the first scheduled trading day of each month to be the lowest of (a) the then-current Reset Price, (b) $10.00 and (c) the VWAP for the last ten trading days of the prior month, but in no case less than $6.00; and may sell the Subject Shares, at any time and at any sales price, and, by notice to the Company, apply the proceeds of such sales to offset the Prepayment Shortfall, until such time as the Prepayment Shortfall has been fully repaid, to the extent the Company elects to receive the Prepayment Shortfall; provided, that Vellar may not declare an Optional Early Termination in respect of any Subject Shares sold to repay the Prepayment Shortfall. In addition, Vellar would not declare an Optional Early Termination in respect of Share Consideration Shares, nor would it make payments to New African Agriculture in respect of any Share Consideration Shares it subsequently sells. To the extent New African Agriculture, following the closing of the Business Combination, sells, enters into any agreement to sell or grants any right to reprice, or otherwise dispose of or issues any shares or any securities of New African Agriculture or any of its subsidiaries which would entitle the holder thereof to acquire at any time shares at an effective price per share less than the then existing Reset Price then the Reset Price shall be modified to equal such reduced price. The Forward Purchase Agreement matures on the earlier to occur of (a) three years after the closing of the Business Combination Agreement and (b) the date specified by Vellar in a written notice delivered at Vellar’s discretion if either (i) the VWAP of the shares during 20 out of 30 consecutive trading days is less than $3.00 per share, (ii) the Company fails to register the Backstop Shares as required by the Backstop Agreement, or (iii) the shares cease to be listed on a national securities exchange (such date, the “Maturity Date”). Upon the occurrence of the Maturity Date, the Company is obligated to pay to Vellar an amount equal to the product of (a) (x) the Maximum Number of Shares, less (y) the number of Terminated Shares, multiplied by (b) $2.00 (the “Maturity Consideration”) payable either in cash or in shares at the option of New African Agriculture. On the Maturity Date, Vellar shall return to New African Agriculture a number of shares of New African Agriculture Common Stock equal to the number of Recycled Shares less the number of Terminated Shares. In the event that the Maturity Shares are not (i) (a) registered for resale under an effective registration statement or (b) eligible to be transferred by Vellar without any restrictions and (ii) bear a restrictive legend (collectively, the “Share Conditions”), Vellar would be entitled to receive such number of shares equal to 225% of the Maturity Shares (the “Penalty Shares”); provided that if the Share Conditions are satisfied within 120 days of the Maturity Date, Vellar shall return to the Company the number of Penalty Shares that are valued in excess of the Maturity Consideration based on the 10-day VWAP ending on such date that the Maturity Shares satisfied the Share Conditions. At Vellar’s option, the Company will pay the Maturity Consideration on a net basis such that Vellar retains a number of shares due to the Company upon the Maturity Date equal to the number of Maturity Shares payable to Vellar, only to the extent the number of shares due to the Company is at least equal to the number of Maturity Shares payable to Vellar, with any remaining Maturity Consideration to be paid in newly issued shares. The Maturity Date may be accelerated upon occurrences described in th | Note 1 — Organization and Business Operations Organization and General 10X Capital Venture Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 10, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 10, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the Initial Public Offering (as defined below), and, since the closing of the Initial Public Offering, the search for and efforts toward completing an initial Business Combination. 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 income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s Sponsor is 10X Capital SPAC Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 10, 2021. On August 13, 2021, the Company consummated its initial public offering (the “Initial Public Offering”) of 20,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units offered, the “Public Shares” and with respect to the warrants included in the Units offered, the “Public Warrants”) at $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $21.7 million, of which $7.0 million was for deferred underwriting commissions (Note 7). Simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 655,000 Units (the “Private Units”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), at a price of $10.00 per Private Unit, generating gross proceeds of approximately $6.6 million. Following the closing of the Initial Public Offering on August 13, 2021, $200,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units and $12,515 overfunded by Sponsor, which was returned to the Sponsor on August 17, 2021, was placed in a Trust Account (“Trust Account”) and is being invested only 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 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Initial Public Offering and the sale of the Private Units will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination within 21 months from the closing of the Initial Public Offering, subject to applicable law, and (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of the Public Shares if the Company has not consummated the initial Business Combination within 21 months from the closing of the Initial Public Offering or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide the public shareholders 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 shareholder meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a 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 Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust Account at December 31, 2022 was $10.16 per Public Share. The Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (as amended and restated on November 9, 2022, the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. The Company has only 21 months from the closing of the Initial Public Offering (the “Combination Period”), or May 13, 2023 (see discussion below), to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The initial shareholders, Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or any extended period of time that the Company may have to consummate the initial Business Combination as a result of an amendment to the Company’s amended and restated memorandum and articles of association (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the assets in the Trust Account, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. Proposed Business Combination On November 2, 2022, the Company entered into an Agreement and Plan of Merger (as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of January 3, 2023, and as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, 10X AA Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and African Agriculture, Inc., a Delaware corporation (“African Agriculture”). Concurrently with the execution of the Merger Agreement and on November 4, 2022, certain Initial Public Offering anchor investors of the Company (the “Initial 10X II Anchor Investors”) entered into non-redemption agreements (the “Initial Non-Redemption Agreements”) with the Company and the Sponsor. On November 8, 2022, an additional investor of the Company (together with the Initial 10X II Anchor Investors, the “10X II Investors”) entered into a non-redemption agreement (together with the Initial Non-Redemption Agreements, the “Non-Redemption Agreements”) with the Company and the Sponsor. Pursuant to the Non-Redemption Agreements, such 10X II Investors agreed for the benefit of the Company to (i) vote certain of the Company’s ordinary shares now owned or acquired (the “Subject 10X II Equity Securities”), representing 3,705,743 ordinary shares of the Company in the aggregate, in favor of the proposal to amend the Company’s organizational documents to extend the time the Company is permitted to close a Business Combination and (ii) not redeem the Subject 10X II Equity Securities in connection with such proposal. In connection with these commitments from the 10X II Investors, Sponsor has agreed to transfer to each 10X II Investor an amount of its Class B ordinary shares on or promptly after the consummation of the Business Combination. Standby Equity Purchase Agreement Concurrently with the execution of the AA Merger Agreement, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with Yorkville, pursuant to which, subject to the consummation of the Business Combination, New African Agriculture has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $100 million of New African Agriculture Common Stock at the time of New African Agriculture’s choosing during the term of the agreement, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes. Each advance under the SEPA (an “Advance”) may be for an aggregate amount of New African Agriculture Common Stock purchased at 96% of the Market Price during a one-day pricing period or 97% of the Market Price during a three-day pricing period elected by New African Agriculture. The “Market Price” is defined in the SEPA as the VWAP (as defined below) during the trading day, in the case of a one day pricing period, or the lowest daily VWAP of the three consecutive trading days, in the case of a three day pricing period, commencing on the trading day on which New African Agriculture submits an Advance notice to Yorkville. “VWAP” means, for any trading day, the daily volume weighted average price of New African Agriculture Common Stock for such date on Nasdaq as reported by Bloomberg L.P. during regular trading hours or such other period in the case of a one-day trading period. The SEPA will continue for a term of three years commencing from the sixth trading day following the closing of the Business Combination (the “SEPA Effective Date”). Pursuant to the SEPA, New African Agriculture will pay to Yorkville a commitment fee of $1.0 million, which is to be paid on the SEPA Effective Date. New African Agriculture can elect to pay the commitment fee by issuing New African Agriculture Common Stock to Yorkville in an amount equal to the commitment fee divided by the average daily VWAP for the five consecutive trading days prior to the SEPA Effective Date. Forward Purchase Agreement Simultaneously with the execution of the Merger Agreement, the Company and African Agriculture entered into an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Agreement”) with Vellar Opportunity Fund SPV LLC — Series 8 (“Seller”), a client of Cohen & Company Financial Management, LLC (“Cohen”). Pursuant to the Forward Purchase Agreement, Seller intends, but is not obligated, to purchase through a broker in the open market (a) the Company’s Class A ordinary shares, par value $0.0001 per share (the “Shares”), after the date of the Company’s redemption deadline from holders of Shares, including those who have elected to redeem Shares (such purchased Shares, the “Recycled Shares”) pursuant to the redemption rights set forth in the Company’s amended and restated memorandum and articles of association in connection with the Business Combination and (b) additional Shares in an issuance from the Company (such Shares, the “Additional Shares” and, together with the Recycled Shares, the “Subject Shares”). The aggregate total Subject Shares will be 4,000,000, subject to automatic reduction to equal the amount of the Company’s ordinary shares outstanding as of the redemption deadline and subject to increase to up to 10,000,000 upon mutual agreement of the Company and Seller (the “Maximum Number of Shares”). Seller has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Business Combination. Extension On November 9, 2022, the Shareholders approved, by special resolution, the proposal to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association (as amended and restated, the “Second A&R Charter”), to extend the date by which the Company must (1) consummate an initial Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial Business Combination, and (3) redeem all of the Class A ordinary shares included as part of the Units sold in the Company’s Initial Public Offering, from November 13, 2022 to May 13, 2023 (the “Extension,” and such proposal, the “Extension Proposal”). In connection with the Company’s solicitation of proxies in connection with the Extension Proposal, the Company was required to permit the public shareholders to redeem their Public Shares. Of the Public Shares outstanding with redemption rights, a total of 212 of the Company’s shareholders elected to redeem 15,357,970 Public Shares at a per share redemption price of $10.09. As a result of such redemptions, approximately $154.9 million was removed from the Trust Account to pay such holders, and approximately $47.3 million remained in the Trust Account as of December 31, 2022. Following the redemptions and as of December 31, 2022, the Company had 4,642,030 public shares, including the public shares underlying the Units outstanding, with redemption rights outstanding. Liquidity and Going Concern As of December 31, 2022, the Company had approximately $37,000 in cash and a working capital deficit of approximately $10.2 million. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 6), and loan proceeds from the Sponsor of approximately $87,000 under the Note (as defined in Note 6). The Company fully repaid the amounts borrowed under the unsecured promissory note upon closing of the Initial Public Offering on August 13, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates provided the Company with $600,000 in Working Capital Loans (as defined in Note 6) (of which up to $1.5 million may be converted at the lender’s option into warrants to purchase the Company’s Class A ordinary shares at an exercise price of $11.50 per share). In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 13, 2023. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete an initial Business Combination before the mandatory liquidation date. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating an initial Business Combination. Risks and Uncertainties In February 2022, the Russian Federation commenced a military action against Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation, Belarus and other territories and individuals. Further, the impact of this military action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 17, 2023. The interim results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. 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 Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Investments Held in Trust Account As of September 30, 2023, the assets held in the Trust Account were held in a demand deposit account. As of December 31, 2022, the Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invested in U.S. government securities and generally had a readily determinable fair value, or a combination thereof. The Company’s investments held in the Trust Account in the demand deposit funds are recognized at fair value. When the Company’s investments held in the Trust Account were comprised of U.S. government securities, the investments were classified as trading securities. When the Company’s investments held in the Trust Account were comprised of money market funds, the investments were recognized at fair value. The demand deposit funds, trading securities, and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Promissory Note-Related Party The Company notes that the amended and restated New Note (as defined below in Note 5) includes a conversion option. The conversion option was evaluated under ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). In accordance with ASC 815-10-15-74, the conversion feature is not required to be bifurcated from the note. The conversion feature was considered to be immaterial and considering the other terms of the amended and restated New Note, management believes the fair value of the amended and restated New Note is approximately equal to the carrying value. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are classified in accordance with ASC Topic 480, “Distinguishing Liabilities and Equity” (“ASC 480”), and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. The Forward Purchase Agreement (defined in Note 1) is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s condensed consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation model. The transfer to the Second Extension 10X II Investors of Founder Shares in connection with the approval of the Second Extension Proposal is classified in accordance with ASC 480 and ASC 815, which provides that the Founder Shares are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. The transfer to the Second Extension 10X II Investors of Founder Shares to the extent the Company’s board of directors agrees to further extend the date to consummate a Business Combination to the Additional Extension Date is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s condensed consolidated statements of operations. The estimated fair value of the Non-Redemption Agreement is measured at fair value using a discount for the probability of liquidation approach. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with Public Warrants are recognized net in equity. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (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 occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net loss per ordinary shares does not consider the effect of the Public Warrants, the Private Placement Warrants and any warrants underlying any Working Capital Units (as defined in Note 5) issued to the Sponsor, officers or directors upon future conversions of the amended and restated New Note, if any, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (443,517 ) $ (665,844 ) $ (700,048 ) $ (225,950 ) $ (1,089,917 ) $ (1,498,510 ) $ (4,967,410 ) $ (1,603,296 ) Denominator: Basic and diluted weighted average shares outstanding 3,774,553 5,666,667 20,655,000 6,666,667 4,481,227 6,161,172 20,655,000 6,666,667 Basic and diluted net loss per share $ (0.12 ) $ (0.12 ) $ (0.03 ) $ (0.03 ) $ (0.23 ) $ (0.23 ) $ (0.24 ) $ (0.24 ) Income Taxes The Company follows the guidance of accounting for income taxes under ASC 740, “Income Taxes” , There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which simplifies the accounting for convertible instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted for fiscal years beginning after December 15, 2020 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. 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, regularly exceeds the Federal Deposit Insurance Corporation limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Working Capital Loan — Related Party The Company accounts for its New Note (as defined below in Note 5) under ASC Topic 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC Topic 825, Financial Instruments (“ASC 825”). The primary reason for electing the fair value option is to provide better information on the financial liability amount given current market and economic conditions of the Company. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value recorded as change in the fair value of convertible note — related party on the accompanying consolidated statements of operations. The fair value are classified on a combined basis with the loan in promissory note — related party in the accompanying consolidated balance sheets. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. The Forward Purchase Agreement (defined in Note 1) is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation model. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with Public Warrants are recognized net in equity. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the Public Warrants, the Private Placement Warrants and the Rights to purchase an aggregate of 20,000,000 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended For the Period From Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (6,396,522 ) $ (2,283,159 ) $ (893,718 ) $ (646,476 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 18,677,398 6,666,667 8,961,092 6,482,052 Basic and diluted net loss per ordinary share $ (0.34 ) $ (0.34 ) $ (0.10 ) $ (0.10 ) Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after January 1, 2024, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On August 13, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000. Of the 20,000,000 Units sold, 19,780,000 Units were purchased by qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. | Note 3 — Initial Public Offering On August 13, 2021, the Company consummated its Initial Public Offering of 20,000,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $200,000,000. Of the 20,000,000 Units sold, 19,780,000 Units were purchased by qualified institutional buyers not affiliated with the Sponsor or any member of the management team (the “Anchor Investors”). Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. |
Private Placement
Private Placement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 655,000 Private Units, at a price of $10.00 per Unit, for an aggregate purchase price of $6,550,000, in a private placement. If the Company does not complete a Business Combination within the Combination Period, the Private Units will expire worthless. The Private Units, including the private placement shares and private placement warrants each underlying the Private Units are subject to the transfer restrictions. The Private Units have terms and provisions that are identical to those of the Units sold in the Initial Public Offering. | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 655,000 Private Units, at a price of $10.00 per Unit, for an aggregate purchase price of $6,550,000, in a private placement. If the Company does not complete the initial Business Combination within the Combination Period, the Private Units will expire worthless. The Private Units, including the private placement shares and private placement warrants each underlying the Private Units are subject to the transfer restrictions. The Private Units have terms and provisions that are identical to those of the Units sold in the Initial Public Offering. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In February 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), 1,000,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. The option expired on September 25, 2021, and subsequently, the Sponsor forfeited 1,000,000 Class B ordinary shares. Additionally, contingent upon the consummation of the Business Combination, the Sponsor has agreed to transfer an aggregate of 1,334,339 Class B ordinary shares to the Anchor Investor for the same price originally paid for such shares. The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. The Company determined that the fair value of these Class B ordinary shares was approximately $10.0 million (or approximately $7.50 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these Class B ordinary shares, over the price sold to the Anchor Investors, as an expense of the Initial Public Offering resulting in a charge against the carrying value of Class A ordinary shares subject to possible redemption. On May 15, 2023, the Sponsor converted 1,000,000 Class B ordinary shares into 1,000,000 Class A ordinary shares. The initial shareholders and the Anchor Investors have agreed not to transfer, assign or sell any of their Class B ordinary shares until after, or concurrently with, the consummation of the initial Business Combination. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. In the event that the 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 the Working Capital Loans may be convertible into additional units of the Company (“Working Capital Units”) at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. On November 14, 2022, the Sponsor agreed to loan the Company up to $800,000 pursuant to a promissory note (as amended and restated on November 14, 2022, the “New Note”). The New Note is non-interest bearing, unsecured and due at the earlier of the consummation of the Business Combination and the day prior to the date the Company must elect to liquidate and dissolve in accordance with the provisions of the Amended and Restated Memorandum and Articles of Association. On May 17, 2023, the Company amended and restated the New Note and the Sponsor agreed to loan the Company up to $2,500,000 pursuant to the second amended and restated promissory note. The amended and restated New Note bears no interest and is repayable in full upon the earlier of the consummation of the Company’s initial Business Combination and the day prior to the date the Company elects to liquidate and dissolve in accordance with the provisions of the Amended and Restated Memorandum and Articles of Association (the “Maturity Date”). Up to $1,500,000 of the principal amount of the amended and restated New Note may also be converted into additional private placement-equivalent units, at a price of $10.00 per unit, at the option of the holder of the amended and restated New Note at any time on or prior to the Maturity Date. As of September 30, 2023 and December 31, 2022, the Company had $1,625,213 and $600,000 outstanding under the amended and restated New Note , respectively. Management considers the conversion option within the amended and restated New Note to be immaterial. As the conversion option was considered to be immaterial and considering other terms of the amended and restated New Note, management believes the fair value of the amended and restated New Note is approximately equal to the carrying value. Administrative Support Agreement The Company pays an affiliate of the Sponsor $20,000 per month for office space and secretarial and administrative services. Upon the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will cease paying these monthly fees. For the three months ended September 30, 2023 and 2022, the Company incurred and paid $60,000 and $60,000 of administrative support expense, respectively. For the nine months ended September 30, 2023 and 2022, the Company incurred and paid $180,000 and $180,000 of administrative support expense, respectively. As of September 30, 2023 and December 31, 2022, there were no administrative support fees outstanding. | Note 5 — Related Party Transactions Founder Shares In February 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of the offering and formation costs in exchange for an aggregate of 7,666,667 Class B ordinary shares, par value $0.0001 per share, 1,000,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option was exercised. The option expired on September 25, 2021, and subsequently, the Sponsor forfeited 1,000,000 Class B ordinary shares. Additionally, upon consummation of the Business Combination, the Sponsor agreed to transfer an aggregate of 1,334,339 Class B ordinary shares to the Anchor Investor for the same price originally paid for such shares. The Class B ordinary shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. The Company determined that the fair value of these Class B ordinary shares was approximately $10.0 million (or approximately $7.50 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these Class B ordinary shares, over the price sold to the Anchor Investors, as an expense of the Initial Public Offering resulting in a charge against the carrying value of Class A ordinary shares subject to possible redemption. The initial shareholders and the Anchor Investors have agreed not to transfer, assign or sell any of their Class B ordinary shares until after, or concurrently with, the consummation of the initial Business Combination. Promissory Note-Related Party The Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. The Company fully repaid the promissory note in the amount of $87,369 upon the closing of IPO. As of December 31, 2022 and 2021, there was no outstanding balance under the promissory note. Subsequent to the repayment, the promissory note is no longer available to the Company. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company would repay the Working Capital Loans. 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 the Working Capital Loans may be convertible into units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Units. At December 31, 2022 and 2021, no such Working Capital Loans were outstanding. On November 14, 2022, the Sponsor agreed to loan the Company up to $800,000 pursuant to a promissory note (as amended and restated on November 14, 2022, the “New Note”). The New Note is non-interest bearing, unsecured and due at the earlier of the consummation of the Company’s initial business combination and the day prior to the date the Company must elect to liquidate and dissolve in accordance with the provisions of the Second A&R Charter. As of December 31, 2022 and 2021, the Company had $600,000 and $0 outstanding under the Working Capital Loans. Administrative Support Agreement The Company pays an affiliate of the Sponsor $20,000 per month for office space and secretarial and administrative services. Upon the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021, the Company incurred and paid approximately $240,000 and $87,000 of administrative support expense, respectively. As of December 31, 2022 and 2021, there were no outstanding balances under this agreement. The executive officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the officers or directors. For the year ended December 31, 2022 and 2021, the Company incurred approximately $240,000 and $3,500, respectively in such costs and there were no outstanding amounts as of December 31, 2022 and 2021, respectively, payable to the executive officers and directors as reflected in the accounts payable on the accompanying balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Class B ordinary shares, private placement units, and warrants that may be issued upon conversion of the amended and restated New Note (and any Class A ordinary shares and warrants issuable upon the exercise of the private placement units and units that may be issued upon conversion of the amended and restated New Note and upon conversion of the Class B ordinary shares) are entitled to registration rights pursuant to a registration rights agreement dated August 10, 2021 requiring the Company to register such securities for resale (in the case of the Class B ordinary shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of effectiveness to purchase up to an additional 3,000,000 Units at the Initial Public Offering price less the underwriting discounts and commissions. The option expired on September 25, 2021. The underwriter was entitled to an underwriting discount of approximately $4.0 million, paid upon the closing of the Initial Public Offering. In addition, $7.0 million was recorded as payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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. Contingent Fee Arrangements On October 21, 2022 the Company entered into an arrangement with Canaccord Genuity LLC (“Canaccord”) to obtain certain financial advisory and equity capital market advisory services. Canaccord would be entitled to an aggregate fee of up to $1,500,000. In addition, Canaccord would also be eligible for a discretionary incentive fee of $250,000. Per the arrangement, a portion of the fee is payable upon execution of the letter agreement with Canaccord, a portion is payable upon delivery of a fairness opinion by Canaccord and the remainder of the fee (plus any discretionary incentive fee for these services) is contingent upon the closing of a Business Combination and therefore are not included as liabilities on the accompanying condensed consolidated balance sheets. Under the arrangement, the Company will also reimburse Canaccord for reasonable expenses. As of September 30, 2023, no expenses have been claimed. Pursuant to the SEPA, New African Agriculture will pay to Yorkville a commitment fee of $1.0 million, which is to be paid on the SEPA Effective Date. New African Agriculture can elect to pay the commitment fee by issuing New African Agriculture Common Stock to Yorkville in an amount equal to the commitment fee divided by the average daily VWAP for the five consecutive trading days prior to the SEPA Effective Date. Per the arrangement, the Yorkville commitment fee is contingent upon the closing of a Business Combination and therefore is not included as a liability on the accompanying condensed consolidated balance sheets. | Note 6 — Commitments and Contingencies Registration Rights The holders of the Class B ordinary shares, private placement units, and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares and warrants issuable upon the exercise of the private placement units and units that may be issued upon conversion of Working Capital Loans and upon conversion of the Class B ordinary shares) are entitled to registration rights pursuant to a registration rights agreement dated August 10, 2021 requiring the Company to register such securities for resale (in the case of the Class B ordinary shares, only after conversion to Class A ordinary shares). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of effectiveness to purchase up to an additional 3,000,000 Units at the Initial Public Offering price less the underwriting discounts and commissions. The option expired on September 25, 2021. The underwriter was entitled to an underwriting discount of approximately $4.0 million, paid upon the closing of the Initial Public Offering. In addition, approximately $7.0 million was recorded as payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter 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. Contingent Fee Arrangement On October 21, 2022 the Company entered into an arrangement with Canaccord Genuity LLC (“Canaccord”) to obtain financial advisory and equity capital market advisory services and to act as the Company’s placement agent in connection with raising capital with a specific target in its search for a Business Combination. Canaccord would be entitled to a capital markets advisory fee of $1.0 million. In addition, Canaccord would also be entitled to a discretionary incentive fee of $250,000. Per the arrangement, the capital markets advisory fee and discretionary incentive fee for these services is contingent upon the closing of a Business Combination and therefore are not included as liabilities on the accompanying consolidated balance sheets. Under the arrangement, the Company will also reimburse Canaccord for reasonable expenses. As of December 31, 2022, no expenses have been claimed. |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 7. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares contain certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Company’s Class A ordinary shares are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 2,119,553 and 4,642,030 Class A ordinary shares outstanding which were subject to possible redemption, respectively. The Class A ordinary shares subject to possible redemption reflected on the accompanying condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Redemption of Class A ordinary share subject to possible redemption (154,906,130 ) Plus: Increase in redemption value of Class A ordinary shares subject to possible redemption 2,070,678 Class A ordinary shares subject to possible redemption at December 31, 2022 47,164,548 Increase in redemption value of Class A ordinary shares subject to possible redemption 501,501 Class A ordinary shares subject to possible redemption at March 31, 2023 47,666,049 Increase in redemption value of Class A ordinary shares subject to possible redemption 439,819 Redemptions of Class A ordinary shares (26,023,916 ) Class A ordinary shares subject to possible redemption at June 30, 2023 22,081,952 Increase in redemption value of Class A ordinary shares subject to possible redemption 260,232 Class A ordinary shares subject to possible redemption at September 30, 2023 $ 22,342,184 | Note 7 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Class A ordinary shares contain certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Company’s Class A ordinary shares are entitled to one vote for each share. As of December 31, 2021, there were 20,000,000 Class A ordinary shares outstanding which were subject to possible redemption. As of December 31, 2022, there were 4,642,030 Class A ordinary shares outstanding which were subject to possible redemption. The Class A ordinary shares subject to possible redemption reflected on the accompanying consolidated balance sheet is reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (4,733,334 ) Class A ordinary share issuance costs (22,021,556 ) Plus: Accretion of carrying value to redemption value 26,754,890 Class A ordinary share subject to possible redemption as of December 31, 2021 200,000,000 Redemption of Class A ordinary shares subject to possible redemption (154,906,130 ) Increase in redemption value of Class A ordinary shares subject to possible redemption 2,070,678 Class A ordinary share subject to possible redemption as of December 31, 2022 $ 47,164,548 |
Shareholders_ Deficit
Shareholders’ Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Shareholders’ Deficit [Abstract] | ||
SHAREHOLDERS’ DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preference shares no Class A ordinary shares - Class B ordinary shares - The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination in excess of the number of Class A ordinary shares or equity-linked securities issued in the Company’s Initial Public Offering, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders and not including the Class A ordinary shares underlying the Private Units), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any Working Capital Units issued to the Sponsor, officers or directors upon conversion of the amended and restated New Note, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of record of the Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. On May 15, 2023, the Sponsor converted 1,000,000 Class B ordinary shares into 1,000,000 Class A ordinary shares. Warrants - The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at five p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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 Class A ordinary share underlying such Unit. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The private placement warrants underlying the Private Units, as well as any warrants underlying Working Capital Units the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of the amended and restated New Note made to the Company, are identical to the Public Warrants. | Note 8 — Shareholders’ Deficit Preference Shares no Class A Ordinary Shares Class B Ordinary Shares The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination in excess of the number of Class A ordinary shares or equity-linked securities issued in our Initial Public Offering, the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders and not including the Class A ordinary shares underlying the Private Units), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Units issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Warrants The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at five p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. 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 Class A ordinary share underlying such Unit. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the private placement warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management will consider, among other factors, the Company’s cash position, the number of warrants that are outstanding and the dilutive effect on the shareholders of issuing the maximum number of Class A ordinary shares issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” will mean the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The private placement warrants underlying the Private Units, as well as any warrants underlying additional Units the Company issues to the Sponsor, officers, directors, initial shareholders or their affiliates in payment of Working Capital Loans made to the Company, are identical to the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value at each respective date: Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2023 Assets Cash held in Trust Account $ 22,442,184 $ 22,442,184 $ - $ - Liabilities Derivative liabilities - Forward Purchase Agreement $ 172 $ - $ - $ 172 Derivative liabilities - Non Redemption Agreement $ 400,702 $ - $ - $ 400,702 December 31, 2022 Assets Funds that invest in U.S. Treasury Securities $ 47,264,548 $ 47,264,548 $ - $ - Liabilities Derivative liabilities - Forward Purchase Agreement $ 331,777 $ - $ - $ 331,777 Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the for the three and nine months ended September 30, 2023 and 2022. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The estimated fair value of the Forward Purchase Agreement was measured at fair value using a Monte Carlo simulation model, which was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates related to the Forward Purchase Agreement: As of As of Expected redemption price $ 10.54 $ 10.48 Stock price $ 10.60 $ 9.89 Volatility 45 % 65.0 % Term (years) 3.1 3.50 Risk-free rate 4.8 % 4.49 % Cost of debt 13.66 % 14.80 % The Company estimated the fair value of the investor interests attributable to the Founder Shares in connection with the Non-Redemption Agreements (see Note 1) was determined using a discount for the probability of liquidation approach. The discount for the probability of liquidation approach was determined based on Level 3 inputs. The Company estimated the fair value of the investor interests attributable to the Founder Shares to be $130,418 or $0.23 per share as of May 5, 2023. The fair value for May 5, 2023 was determined using a discount for the probability of liquidation approach with a discount of 2.2% for the probability of liquidation and the value per shares as of the valuation date of $10.25. The fair value was estimated to be $400,702 or $0.17 per share as of September 30, 2023. The fair value for September 30, 2023 was determined using a discount of 15% for the probability of liquidation and the value per shares as of the valuation date of $10.6. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates related to the Non-Redemption Agreements: As of As of Expected redemption price $ 11.50 $ 11.50 Stock price $ 10.60 $ 10.25 Volatility 51 % 57.0 % Term (years) 5.12 5.44 Risk-free rate 4.5 % 3.35 % Discount rate (1) 85 % 2.2 % (1) The valuation as of May 5, 2023 implied the probability of success based on the Company’s public warrants. Subsequent valuation dates during the three months ended September 30, 2023 utilized additional market information as the probability implied by the warrant value did not reflect the Company’s progress toward completing a Business Combination. The change in the fair value of the forward purchase agreement and non-redemption agreements liabilities, measured with Level 3 inputs, for the nine months ended September 30, 2023 is summarized as follows: Derivative liabilities at January 1, 2022 $ - Loss on entry into forward purchase agreement 295,330 Change in fair value of derivative liabilities 36,447 Derivative liabilities at December 31, 2022 331,777 Change in fair value of derivative liabilities 190,109 Derivative liabilities at March 31, 2023 521,886 Loss on entry into non redemption agreements 86,945 Change in fair value of derivative liabilities (367,567 ) Derivative liabilities at June 30, 2023 241,264 Non-redemption agreements liabilities transferred to equity (164,439 ) Change in fair value of derivative liabilities 324,049 Derivative liabilities at September 30, 2023 $ 400,874 The Company recognized a gain in connection with the change in the fair value of forward purchase options liabilities of $5,000 and $159,777 in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023, respectively. The Company recognized a loss in connection with the change in the fair value of non-redemption agreement liabilities of $500,877 and $478,196 in the condensed consolidated statements of operations for the three and nine months ended September 30, 2023, respectively. The Company recognized a loss in connection with the issuance of non-redemption agreements of $130,418 in the condensed consolidated statements of operations for the nine months ended September 30, 2023. | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value at each respective date. December 31, 2022 Description Quoted Significant Significant Assets: Funds that invest in U.S. Treasury Securities $ 47,264,548 $ — $ — Liabilities: Derivative liabilities – Forward Purchase Agreement $ — $ — $ 331,777 December 31, 2021 Description Quoted Significant Significant Assets: Funds that invest in U.S. Treasury Securities $ 200,005,484 $ — $ — Liabilities: Derivative liabilities – Forward Purchase Agreement $ — $ — $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. There were no transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021. Level 1 instruments include investments in mutual funds invested in government securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. The estimated fair value of the Forward Purchase Agreement was measured at fair value using a Monte Carlo simulation model, which was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. Any changes in these assumptions can change the valuation significantly. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: At initial As of Expected redemption price $ 10.33 $ 10.48 Stock price $ 10.04 $ 9.89 Volatility 65.0 % 65.0 % Term (years) 3.50 5.67 Risk-free rate 4.49 % 4.18 % Cost of debt 14.8 % 12.4 % The change in the fair value of the forward purchase agreement assets and liabilities, measured with Level 3 inputs, for year ended December 31, 2022 is summarized as follows: Derivative liabilities at January 1, 2022 $ — Loss on entry into Forward Purchase Agreement 295,330 Change in fair value of derivative liabilities 36,447 Derivative liabilities at December 31, 2022 $ 331,777 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheets date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events other than the event described below that required adjustment or disclosure in the unaudited condensed consolidated financial statements. On October 10, 2023, the Board approved the extension of the date by which the Company is required to complete an initial business combination until November 13, 2023. On November 8, 2023, the Board approved an extension of the date by which 10X II is required to complete an initial business combination from November 13, 2023 until December 13, 2023. | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date consolidated financial statements were available to be issued. Based upon this review, the Company determined that, except for the below, there have been no events that have occurred that would require adjustments to the disclosures in the consolidated financial statements. Subsequent to December 31, 2022, the Company borrowed an additional $200,000 under the New Note. As a result, as of the date of the financial statements, the Company had $800,000 outstanding as promissory note — related party. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 17, 2023. The interim results for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods. | Basis of Presentation The accompanying consolidated financial statement is presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. | Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. 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 consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. |
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 Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | 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, regularly exceeds the Federal Deposit Insurance Corporation limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2022 and 2021. |
Investments Held in Trust Account | Investments Held in Trust Account As of September 30, 2023, the assets held in the Trust Account were held in a demand deposit account. As of December 31, 2022, the Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invested in U.S. government securities and generally had a readily determinable fair value, or a combination thereof. The Company’s investments held in the Trust Account in the demand deposit funds are recognized at fair value. When the Company’s investments held in the Trust Account were comprised of U.S. government securities, the investments were classified as trading securities. When the Company’s investments held in the Trust Account were comprised of money market funds, the investments were recognized at fair value. The demand deposit funds, trading securities, and investments in money market funds are presented on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | Investments Held in Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | 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 consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Promissory Note-Related Party | Promissory Note-Related Party The Company notes that the amended and restated New Note (as defined below in Note 5) includes a conversion option. The conversion option was evaluated under ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). In accordance with ASC 815-10-15-74, the conversion feature is not required to be bifurcated from the note. The conversion feature was considered to be immaterial and considering the other terms of the amended and restated New Note, management believes the fair value of the amended and restated New Note is approximately equal to the carrying value. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are classified in accordance with ASC Topic 480, “Distinguishing Liabilities and Equity” (“ASC 480”), and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. The Forward Purchase Agreement (defined in Note 1) is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s condensed consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation model. The transfer to the Second Extension 10X II Investors of Founder Shares in connection with the approval of the Second Extension Proposal is classified in accordance with ASC 480 and ASC 815, which provides that the Founder Shares are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. The transfer to the Second Extension 10X II Investors of Founder Shares to the extent the Company’s board of directors agrees to further extend the date to consummate a Business Combination to the Additional Extension Date is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s condensed consolidated statements of operations. The estimated fair value of the Non-Redemption Agreement is measured at fair value using a discount for the probability of liquidation approach. | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Public Warrants and the Private Placement Warrants are classified in accordance with ASC 480 and ASC 815, which provides that the warrants are not precluded from equity classification. Equity-classified contracts were initially measured at fair value (or allocated value). Subsequent changes in fair value will not be recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. The Forward Purchase Agreement (defined in Note 1) is recognized as a derivative liability in accordance with ASC 815. Accordingly, the Company recognizes the instrument as an asset or liability at fair value and with changes in fair value recognized in the Company’s consolidated statements of operations. The estimated fair value of the Forward Purchase Agreement is measured at fair value using a Monte Carlo simulation model. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with Public Warrants are recognized net in equity. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with Public Warrants are recognized net in equity. Offering costs associated with the Class A ordinary shares were charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (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 occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. | Class A Ordinary Shares Subject to Possible Redemption Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, all outstanding Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets. Under ASC 480, the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of the security to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of the redeemable Class A ordinary shares resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net Income (Loss) per Ordinary Share | Net Loss per Ordinary Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net loss per ordinary share is calculated by dividing the net loss by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net loss per ordinary shares does not consider the effect of the Public Warrants, the Private Placement Warrants and any warrants underlying any Working Capital Units (as defined in Note 5) issued to the Sponsor, officers or directors upon future conversions of the amended and restated New Note, if any, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net loss per share is the same as basic net loss per share for the three and nine months ended September 30, 2023 and 2022. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (443,517 ) $ (665,844 ) $ (700,048 ) $ (225,950 ) $ (1,089,917 ) $ (1,498,510 ) $ (4,967,410 ) $ (1,603,296 ) Denominator: Basic and diluted weighted average shares outstanding 3,774,553 5,666,667 20,655,000 6,666,667 4,481,227 6,161,172 20,655,000 6,666,667 Basic and diluted net loss per share $ (0.12 ) $ (0.12 ) $ (0.03 ) $ (0.03 ) $ (0.23 ) $ (0.23 ) $ (0.24 ) $ (0.24 ) | Net Income (Loss) per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. The calculation of diluted net income (loss) per ordinary shares does not consider the effect of the Public Warrants, the Private Placement Warrants and the Rights to purchase an aggregate of 20,000,000 Class A ordinary shares since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended For the Period From Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (6,396,522 ) $ (2,283,159 ) $ (893,718 ) $ (646,476 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 18,677,398 6,666,667 8,961,092 6,482,052 Basic and diluted net loss per ordinary share $ (0.34 ) $ (0.34 ) $ (0.10 ) $ (0.10 ) |
Income Taxes | Income Taxes The Company follows the guidance of accounting for income taxes under ASC 740, “Income Taxes” , There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which simplifies the accounting for convertible instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. For smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted for fiscal years beginning after December 15, 2020 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after January 1, 2024, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this change will have on its consolidated financial statements. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | |
Working Capital Loan — Related Party | Working Capital Loan — Related Party The Company accounts for its New Note (as defined below in Note 5) under ASC Topic 815, Derivatives and Hedging (“ASC 815”). Under ASC 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC Topic 825, Financial Instruments (“ASC 825”). The primary reason for electing the fair value option is to provide better information on the financial liability amount given current market and economic conditions of the Company. As a result of applying the fair value option, the Company records each draw at fair value with a gain or loss recognized at issuance, and subsequent changes in fair value recorded as change in the fair value of convertible note — related party on the accompanying consolidated statements of operations. The fair value are classified on a combined basis with the loan in promissory note — related party in the accompanying consolidated balance sheets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Basic and Diluted Net Loss Per Share | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of ordinary shares: For the Three Months Ended For the Nine Months Ended 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (443,517 ) $ (665,844 ) $ (700,048 ) $ (225,950 ) $ (1,089,917 ) $ (1,498,510 ) $ (4,967,410 ) $ (1,603,296 ) Denominator: Basic and diluted weighted average shares outstanding 3,774,553 5,666,667 20,655,000 6,666,667 4,481,227 6,161,172 20,655,000 6,666,667 Basic and diluted net loss per share $ (0.12 ) $ (0.12 ) $ (0.03 ) $ (0.03 ) $ (0.23 ) $ (0.23 ) $ (0.24 ) $ (0.24 ) | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares: For the Year Ended For the Period From Class A Class B Class A Class B Basic and diluted net loss per ordinary share: Numerator: Allocation of net loss $ (6,396,522 ) $ (2,283,159 ) $ (893,718 ) $ (646,476 ) Denominator: Basic and diluted weighted average ordinary shares outstanding 18,677,398 6,666,667 8,961,092 6,482,052 Basic and diluted net loss per ordinary share $ (0.34 ) $ (0.34 ) $ (0.10 ) $ (0.10 ) |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Schedule of the Class A Ordinary Shares Subject to Possible Redemption | The Class A ordinary shares subject to possible redemption reflected on the accompanying condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 are reconciled in the following table: Gross proceeds $ 200,000,000 Less: Redemption of Class A ordinary share subject to possible redemption (154,906,130 ) Plus: Increase in redemption value of Class A ordinary shares subject to possible redemption 2,070,678 Class A ordinary shares subject to possible redemption at December 31, 2022 47,164,548 Increase in redemption value of Class A ordinary shares subject to possible redemption 501,501 Class A ordinary shares subject to possible redemption at March 31, 2023 47,666,049 Increase in redemption value of Class A ordinary shares subject to possible redemption 439,819 Redemptions of Class A ordinary shares (26,023,916 ) Class A ordinary shares subject to possible redemption at June 30, 2023 22,081,952 Increase in redemption value of Class A ordinary shares subject to possible redemption 260,232 Class A ordinary shares subject to possible redemption at September 30, 2023 $ 22,342,184 | The Class A ordinary shares subject to possible redemption reflected on the accompanying consolidated balance sheet is reconciled in the following table: Gross proceeds $ 200,000,000 Less: Proceeds allocated to Public Warrants (4,733,334 ) Class A ordinary share issuance costs (22,021,556 ) Plus: Accretion of carrying value to redemption value 26,754,890 Class A ordinary share subject to possible redemption as of December 31, 2021 200,000,000 Redemption of Class A ordinary shares subject to possible redemption (154,906,130 ) Increase in redemption value of Class A ordinary shares subject to possible redemption 2,070,678 Class A ordinary share subject to possible redemption as of December 31, 2022 $ 47,164,548 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value at each respective date: Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2023 Assets Cash held in Trust Account $ 22,442,184 $ 22,442,184 $ - $ - Liabilities Derivative liabilities - Forward Purchase Agreement $ 172 $ - $ - $ 172 Derivative liabilities - Non Redemption Agreement $ 400,702 $ - $ - $ 400,702 December 31, 2022 Assets Funds that invest in U.S. Treasury Securities $ 47,264,548 $ 47,264,548 $ - $ - Liabilities Derivative liabilities - Forward Purchase Agreement $ 331,777 $ - $ - $ 331,777 | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value at each respective date. Description Quoted Significant Significant Assets: Funds that invest in U.S. Treasury Securities $ 47,264,548 $ — $ — Liabilities: Derivative liabilities – Forward Purchase Agreement $ — $ — $ 331,777 Description Quoted Significant Significant Assets: Funds that invest in U.S. Treasury Securities $ 200,005,484 $ — $ — Liabilities: Derivative liabilities – Forward Purchase Agreement $ — $ — $ — |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates related to the Forward Purchase Agreement: As of As of Expected redemption price $ 10.54 $ 10.48 Stock price $ 10.60 $ 9.89 Volatility 45 % 65.0 % Term (years) 3.1 3.50 Risk-free rate 4.8 % 4.49 % Cost of debt 13.66 % 14.80 % As of As of Expected redemption price $ 11.50 $ 11.50 Stock price $ 10.60 $ 10.25 Volatility 51 % 57.0 % Term (years) 5.12 5.44 Risk-free rate 4.5 % 3.35 % Discount rate (1) 85 % 2.2 % (1) The valuation as of May 5, 2023 implied the probability of success based on the Company’s public warrants. Subsequent valuation dates during the three months ended September 30, 2023 utilized additional market information as the probability implied by the warrant value did not reflect the Company’s progress toward completing a Business Combination. | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: At initial As of Expected redemption price $ 10.33 $ 10.48 Stock price $ 10.04 $ 9.89 Volatility 65.0 % 65.0 % Term (years) 3.50 5.67 Risk-free rate 4.49 % 4.18 % Cost of debt 14.8 % 12.4 % |
Schedule of Change in the Fair Value of the Forward Purchase Agreement Assets and Liabilities | The change in the fair value of the forward purchase agreement and non-redemption agreements liabilities, measured with Level 3 inputs, for the nine months ended September 30, 2023 is summarized as follows: Derivative liabilities at January 1, 2022 $ - Loss on entry into forward purchase agreement 295,330 Change in fair value of derivative liabilities 36,447 Derivative liabilities at December 31, 2022 331,777 Change in fair value of derivative liabilities 190,109 Derivative liabilities at March 31, 2023 521,886 Loss on entry into non redemption agreements 86,945 Change in fair value of derivative liabilities (367,567 ) Derivative liabilities at June 30, 2023 241,264 Non-redemption agreements liabilities transferred to equity (164,439 ) Change in fair value of derivative liabilities 324,049 Derivative liabilities at September 30, 2023 $ 400,874 | The change in the fair value of the forward purchase agreement assets and liabilities, measured with Level 3 inputs, for year ended December 31, 2022 is summarized as follows: Derivative liabilities at January 1, 2022 $ — Loss on entry into Forward Purchase Agreement 295,330 Change in fair value of derivative liabilities 36,447 Derivative liabilities at December 31, 2022 $ 331,777 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
May 15, 2023 | May 10, 2023 | May 05, 2023 | Nov. 09, 2022 | Aug. 13, 2021 | Aug. 17, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 04, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | |
Description of Organization and Business Operations [Line Items] | |||||||||||
Shares consummated (in Shares) | 19,780,000 | ||||||||||
Shares issued price per unit (in Dollars per share) | $ 10 | $ 12 | $ 9.2 | ||||||||
Offering costs | $ 21,700,000 | ||||||||||
Deferred underwriting commission | $ 7,000,000 | ||||||||||
Exercise price per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||||
Overfunded by sponsor | $ 12,515 | ||||||||||
Maturity days | 185 days | 185 days | |||||||||
Interest to pay dissolution expenses | $ 100,000 | $ 100,000 | $ 100,000 | ||||||||
Closing of the initial public offering | 21 months | 21 months | |||||||||
Percentage of obligation to redeem public shares | 100% | 100% | |||||||||
Percentage of fair market value equal to at least of the net balance | 80% | 80% | |||||||||
Public per share (in Dollars per share) | $ 10 | $ 10 | |||||||||
Termination fee equal percentage | 2% | ||||||||||
Price per share (in Dollars per share) | $ 10.25 | $ 10.6 | $ 9.89 | $ 10.04 | |||||||
Aggregate amount | $ 567,032 | $ 100,000,000 | $ 100,000,000 | ||||||||
Market price percentage | 97% | 96% | |||||||||
Commitment fee | $ 1,000,000 | $ 1,000,000 | |||||||||
Aggregate total subject shares (in Shares) | 4,000,000 | 4,000,000 | |||||||||
Maximum number of shares (in Shares) | 10,000,000 | 10,000,000 | |||||||||
Percentage of maximum number of shares | 10% | ||||||||||
Maximum number of shares (in Shares) | 400,000 | ||||||||||
Percentage of product | 10% | ||||||||||
Terminated shares description | (a) the then-current Reset Price, (b) $10.00 and (c) the VWAP for the last ten trading days of the prior month, but in no case less than $6.00 | ||||||||||
Trading days per share (in Dollars per share) | $ 3 | ||||||||||
Maturity consideration (in Shares) | 2 | ||||||||||
Maturities of vellar | 225% | ||||||||||
Break up fee | $ 500,000 | ||||||||||
Ordinary shares of the company in aggregate (in Shares) | 3,355,743 | 3,705,743 | |||||||||
Redeem public shares (in Shares) | 2,522,477 | 15,357,970 | 15,357,970 | ||||||||
Redemption price per share (in Dollars per share) | $ 10.09 | $ 10.09 | |||||||||
Trust account | $ 154,900,000 | $ 22,442,184 | $ 154,900,000 | ||||||||
Fair value interests amount | 130,418 | $ 103,231 | |||||||||
Discount rate | 1.30% | ||||||||||
Liquidation per shares value (in Dollars per share) | $ 9.91 | ||||||||||
Redemption per share (in Dollars per share) | $ 10.32 | ||||||||||
Public shares (in Shares) | 2,119,553 | 4,642,030 | |||||||||
Cash and working capital | $ 17,450 | $ 37,000 | |||||||||
Working capital | 13,900,000 | 10,200,000 | |||||||||
Consummation of the initial public offering | 25,000 | 25,000 | |||||||||
Loan proceeds from the sponsor | 87,000 | 87,000 | |||||||||
Working capital loans | 1,625,213 | 600,000 | $ 0 | ||||||||
Converted at the lender’s option into warrants | $ 1,500,000 | 1,500,000 | |||||||||
Generating gross proceeds | $ 200,000,000 | ||||||||||
Net tangible assets | 5,000,001 | ||||||||||
Trust account | $ 47,300,000 | ||||||||||
New African Agriculture [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Class A ordinary shares, par value (in Dollars per share) | $ 10 | ||||||||||
Number of shares of duly authorized (in Shares) | 450,000,000 | ||||||||||
Minimum [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Public per share (in Dollars per share) | $ 10 | ||||||||||
IPO [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Shares consummated (in Shares) | 20,000,000 | ||||||||||
Shares issued price per unit (in Dollars per share) | $ 10 | ||||||||||
Generating gross proceeds | $ 200,000,000 | ||||||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||||||
Sale of the private units (in Dollars per share) | $ 12,515 | ||||||||||
Private Placement [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Shares issued price per unit (in Dollars per share) | $ 10 | $ 10 | |||||||||
Generating gross proceeds | $ 6,600,000 | $ 6,600,000 | |||||||||
Shares consummated (in Shares) | 200,000,000 | 655,000 | 655,000 | ||||||||
Maximum number of shares (in Shares) | 655,000 | 655,000 | |||||||||
Sale of the private units (in Dollars per share) | $ 10 | $ 10 | |||||||||
Vellar [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Percentage of maximum number of shares | 5% | ||||||||||
Maximum number of shares (in Shares) | 200,000 | ||||||||||
Sale of the private units (in Dollars per share) | $ 0.05 | ||||||||||
Founder Shares [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Price per share (in Dollars per share) | $ 0.13 | ||||||||||
Fair value interests amount | $ 130,418 | $ 400,702 | |||||||||
Price per share (in Shares) | 0.23 | ||||||||||
Discount rate | 2.20% | ||||||||||
Liquidation per shares value (in Dollars per share) | $ 10.25 | ||||||||||
Public Utilities [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Trust account | $ 26,000,000 | ||||||||||
Public Utilities [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Public per share (in Dollars per share) | $ 10 | ||||||||||
Class A Ordinary Shares [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Shares issued price per unit (in Dollars per share) | 0.0001 | 0.0001 | |||||||||
Class A ordinary shares, par value (in Dollars per share) | $ 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Exercise price per share (in Dollars per share) | $ 11.5 | ||||||||||
Number of shares of duly authorized (in Shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||
Percentage of non redeemed shares | 3.50% | ||||||||||
Conversion of class B ordinary shares (in Shares) | 3,774,553 | ||||||||||
Ordinary shares outstanding (in Shares) | 1,655,000 | 655,000 | 655,000 | ||||||||
Class B Ordinary Shares [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Shares issued price per unit (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Class A ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Number of shares of duly authorized (in Shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||
Sale of the private units (in Dollars per share) | $ 0.003 | ||||||||||
Convert shares (in Shares) | 1,000,000 | ||||||||||
Conversion of class B ordinary shares (in Shares) | 7,666,667 | ||||||||||
Ordinary shares outstanding (in Shares) | 5,666,667 | 6,666,667 | 6,666,667 | ||||||||
Class B Ordinary Shares [Member] | Acquiror Support Agreement [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Price per share (in Dollars per share) | $ 0.001 | ||||||||||
Business Combination [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Percentage of outstanding voting securities | 50% | 50% | |||||||||
Public per share (in Dollars per share) | $ 10.54 | $ 10.16 | |||||||||
Market Price [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Market price percentage | 96% | ||||||||||
Founder Shares [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Aggregate amount | $ 189,011 | ||||||||||
Business Combination [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Percentage of total outstanding | 75% | ||||||||||
10X II Investors [Member] | |||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||
Business combination shares (in Shares) | 252,014 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Federal deposit insurance corporation limit | $ 250,000 | $ 250,000 |
Cash equivalents | ||
Aggregate purchase (in Shares) | 20,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||||||
Numerator: | ||||||
Net loss | $ (443,517) | $ (700,048) | $ (1,089,917) | $ (4,967,410) | $ (893,718) | $ (6,396,522) |
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 3,774,553 | 20,655,000 | 4,481,227 | 20,655,000 | 8,961,092 | 18,677,398 |
Basic and diluted net loss per share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.1) | $ (0.34) |
Class B Ordinary Shares [Member] | ||||||
Numerator: | ||||||
Net loss | $ (665,844) | $ (225,950) | $ (1,498,510) | $ (1,603,296) | $ (646,476) | $ (2,283,159) |
Denominator: | ||||||
Basic and diluted weighted average shares outstanding | 5,666,667 | 6,666,667 | 6,161,172 | 6,666,667 | 6,482,052 | 6,666,667 |
Basic and diluted net loss per share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.1) | $ (0.34) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A Ordinary Shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) [Line Items] | ||||||
Diluted weighted average shares outstanding | 3,774,553 | 20,655,000 | 4,481,227 | 20,655,000 | 8,961,092 | 18,677,398 |
Diluted net loss per share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.10) | $ (0.34) |
Class B Ordinary Shares [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Share (Parentheticals) [Line Items] | ||||||
Diluted weighted average shares outstanding | 5,666,667 | 6,666,667 | 6,161,172 | 6,666,667 | 6,482,052 | 6,666,667 |
Diluted net loss per share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.10) | $ (0.34) |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Aug. 13, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | |||
Stock shares issued during the period new issues shares | 19,780,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 200,000,000 | ||
Units of sales | 20,000,000 | ||
Class of warrants or rights exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |
Class of warrants period after which they can be exercised from the consummation of business combination | 30 days | 30 days | |
Class of warrants or rights term | 5 years | 5 years | |
IPO [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Stock shares issued during the period new issues shares | 20,000,000 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Private Placement (Details) [Line Items] | ||
Purchased aggregate of share | 655,000 | 655,000 |
Price per unit | $ 10 | $ 10 |
Aggregate purchase price | $ 6,550,000 | $ 6,550,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
May 15, 2023 | Nov. 14, 2022 | Feb. 28, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | May 17, 2023 | Aug. 13, 2021 | |
Related Party Transactions (Details) [Line Items] | |||||||||||
Working capital loans | $ 1,500,000 | $ 1,500,000 | |||||||||
Promissory note | 87,369 | ||||||||||
Sponsor loan | 300,000 | $ 2,500,000 | |||||||||
Principal amount | $ 1,500,000 | ||||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||||
Working capital loans | $ 1,625,213 | $ 1,625,213 | $ 0 | 600,000 | |||||||
Office space and secretarial and administrative services | 20,000 | 20,000 | |||||||||
Administrative support expense | $ 60,000 | $ 60,000 | $ 180,000 | $ 180,000 | 87,000 | 240,000 | |||||
Fair value of shares | 6,550,000 | ||||||||||
Interest incurred | $ 240,000 | $ 3,500 | |||||||||
Class B Ordinary Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Sponsor paid | $ 25,000 | ||||||||||
Shares issued price per share (in Dollars per share) | $ 0.003 | ||||||||||
Aggregate shares (in Shares) | 7,666,667 | ||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Shares subject to forfeiture (in Shares) | 1,000,000 | ||||||||||
Sponsor forfeited shares (in Shares) | 1,000,000 | ||||||||||
Transfer of aggregate shares (in Shares) | 1,334,339 | ||||||||||
Shareholder non-redemption agreement | $ 10,000,000 | ||||||||||
Fair value per share (in Dollars per share) | $ 7.5 | ||||||||||
Sponsor converted ordinary shares (in Shares) (in Shares) | 1,000,000 | ||||||||||
Fair value of shares | $ 10,000,000 | ||||||||||
Class A Ordinary Shares [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Aggregate shares (in Shares) | 3,774,553 | 3,774,553 | |||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||
Sponsor converted ordinary shares (in Shares) (in Shares) | 1,000,000 | ||||||||||
Working Capital Units [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||
Sponsor [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Promissory note | $ 800,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Additional units of underwriting discounts and commissions (in Shares) | 3,000,000 | 3,000,000 |
Option expired date | Sep. 25, 2021 | Sep. 25, 2021 |
Underwriting discount paid | $ 4,000,000 | $ 4,000,000 |
Deferred underwriting commissions payable | 7,000,000 | 7,000,000 |
Advisory service expense | 1,500,000 | 1,000,000 |
Incentive fee | 250,000 | $ 250,000 |
Commitment fee | $ 1,000,000 | |
Underwriters option days | 45 days |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Ordinary Shares Subject to Possible Redemption [Line Items] | |||
Ordinary shares | 500,000,000 | 500,000,000 | |
Price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Voting rights | one | one | |
Ordinary shares subject to possible redemption, shares outstanding | 2,119,553 | 4,642,030 | 20,000,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |||||
Gross proceeds | $ 200,000,000 | $ 200,000,000 | |||
Less: | |||||
Redemption of Class A ordinary share subject to possible redemption | (154,906,130) | ||||
Plus: | |||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 2,070,678 | ||||
Class A ordinary shares subject to possible redemption | 47,164,548 | $ 200,000,000 | |||
Class A Ordinary Shares [Member] | |||||
Less: | |||||
Redemption of Class A ordinary share subject to possible redemption | $ (26,023,916) | ||||
Plus: | |||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | $ 260,232 | 439,819 | $ 501,501 | ||
Class A ordinary shares subject to possible redemption | $ 22,342,184 | $ 22,081,952 | $ 47,666,049 | $ 47,164,548 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||||
May 15, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 13, 2021 | Feb. 28, 2021 | |
Shareholders’ Deficit (Details) [Line Items] | ||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding | ||||||
Issue price per share (in Dollars per share) | $ 12 | $ 9.2 | $ 10 | |||
Exercise price per share (in Dollars per share) | 11.5 | $ 11.5 | ||||
Total equity proceeds | 60% | |||||
Price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||
Maket value issued percentage | 115% | |||||
Market value and newly issued price percentage | 180% | |||||
Description of warrants | ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and ●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ●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 (the “30-day redemption period”); and ●if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A ordinary shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | ||||
Measurement Input, Exercise Price [Member] | ||||||
Shareholders’ Deficit (Details) [Line Items] | ||||||
Exercise price per share (in Dollars per share) | $ 9.2 | |||||
Warrants [Member] | ||||||
Shareholders’ Deficit (Details) [Line Items] | ||||||
Issue price per share (in Dollars per share) | $ 9.2 | $ 9.2 | ||||
Warrant outstanding | 6,885,000 | 6,885,000 | ||||
Exercise price per share (in Dollars per share) | $ 11.5 | $ 11.5 | ||||
Total equity proceeds | 60% | 60% | ||||
Price per share (in Dollars per share) | $ 9.2 | $ 9.2 | ||||
Maket value issued percentage | 115% | 115% | ||||
Redemption trigger price (in Dollars per share) | $ 18 | $ 18 | ||||
Market value and newly issued price percentage | 180% | 180% | ||||
Public Warrants [Member] | ||||||
Shareholders’ Deficit (Details) [Line Items] | ||||||
Warrant outstanding | 6,666,667 | 6,666,667 | ||||
Private Warrants [Member] | ||||||
Shareholders’ Deficit (Details) [Line Items] | ||||||
Issue price per share (in Dollars per share) | $ 10 | $ 10 | ||||
Warrant outstanding | 218,333 | 218,333 | ||||
Class A Ordinary Shares [Member] | ||||||
Shareholders’ Deficit (Details) [Line Items] | ||||||
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares voting rights | one | one | ||||
Ordinary shares, issued | 1,655,000 | 655,000 | 655,000 | |||
Ordinary shares, outstanding | 1,655,000 | 655,000 | 655,000 | |||
Ordinary shares subject to possible redemption, shares outstanding | 2,119,553 | 4,642,030 | 20,000,000 | |||
Issue price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Percentage of common stock | 25% | 25% | ||||
Sponsor converted ordinary shares | 1,000,000 | |||||
Price per share (in Dollars per share) | $ 11.5 | |||||
Class A Ordinary Shares [Member] | Common Stock [Member] | ||||||
Shareholders’ Deficit (Details) [Line Items] | ||||||
Ordinary shares subject to possible redemption, shares outstanding | 2,119,553 | 4,642,030 | ||||
Class B Ordinary Shares [Member] | ||||||
Shareholders’ Deficit (Details) [Line Items] | ||||||
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares voting rights | one | one | ||||
Ordinary shares, issued | 5,666,667 | 6,666,667 | 6,666,667 | |||
Ordinary shares, outstanding | 5,666,667 | 6,666,667 | 6,666,667 | |||
Issue price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Sponsor converted ordinary shares | 1,000,000 | |||||
Warrants [Member] | ||||||
Shareholders’ Deficit (Details) [Line Items] | ||||||
Redemption trigger price (in Dollars per share) | $ 18 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May 05, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Nov. 04, 2022 | |
Fair Value Measurements [Line Items] | ||||
Fair value investor interest amount | $ 130,418 | $ 103,231 | ||
Price pershare (in Dollars per share) | $ 0.23 | $ 0.17 | ||
Discount rate | 2.20% | 15% | 15% | |
Value per share (in Dollars per share) | $ 10.25 | $ 10.6 | $ 10.6 | |
Recognized gain | $ 5,000 | $ 159,777 | ||
Recognized a loss | 500,877 | 478,196 | ||
Non-redemption agreement loss | 130,418 | |||
Founder Shares [Member] | ||||
Fair Value Measurements [Line Items] | ||||
Fair value investor interest amount | $ 130,418 | $ 400,702 | $ 400,702 |
Fair Value Measurements
Fair Value Measurements (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Nov. 09, 2022 | Dec. 31, 2021 | |
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Cash held in Trust Account | $ 22,442,184 | $ 154,900,000 | $ 154,900,000 | |
December 31, 2022 | ||||
Funds that invest in U.S. Treasury Securities | 47,264,548 | |||
Forward Purchase Agreement [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Derivative liabilities – Forward Purchase Agreement | 172 | 331,777 | ||
Non Redemption Agreement [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Derivative liabilities - Non Redemption Agreement | 400,702 | |||
Level 1 [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Cash held in Trust Account | 22,442,184 | 47,264,548 | $ 200,005,484 | |
December 31, 2022 | ||||
Funds that invest in U.S. Treasury Securities | 47,264,548 | |||
Level 1 [Member] | Forward Purchase Agreement [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Derivative liabilities – Forward Purchase Agreement | ||||
Level 1 [Member] | Non Redemption Agreement [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Derivative liabilities - Non Redemption Agreement | ||||
Level 2 [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Cash held in Trust Account | ||||
December 31, 2022 | ||||
Funds that invest in U.S. Treasury Securities | ||||
Level 2 [Member] | Forward Purchase Agreement [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Derivative liabilities – Forward Purchase Agreement | ||||
Level 2 [Member] | Non Redemption Agreement [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Derivative liabilities - Non Redemption Agreement | ||||
Level 3 [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Cash held in Trust Account | ||||
December 31, 2022 | ||||
Funds that invest in U.S. Treasury Securities | ||||
Level 3 [Member] | Forward Purchase Agreement [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Derivative liabilities – Forward Purchase Agreement | 172 | $ 331,777 | ||
Level 3 [Member] | Non Redemption Agreement [Member] | ||||
Schedule of Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||||
Derivative liabilities - Non Redemption Agreement | $ 400,702 |
Fair Value Measurements _2
Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements - $ / shares | 4 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
May 05, 2023 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected redemption price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 10.33 | $ 10.48 | |
Stock price (in Dollars per share) | $ 10.25 | $ 10.6 | $ 10.04 | $ 9.89 | |
Volatility | 57% | 51% | 65% | 65% | |
Term (years) | 5 years 5 months 8 days | 5 years 1 month 13 days | 3 years 6 months | 5 years 8 months 1 day | |
Risk-free rate | 3.35% | 4.50% | 4.49% | 4.18% | |
Discount rate | [1] | 2.20% | 85% | ||
Level 3 [Member] | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected redemption price (in Dollars per share) | $ 10.54 | $ 10.48 | |||
Stock price (in Dollars per share) | $ 10.6 | $ 9.89 | |||
Volatility | 45% | 65% | |||
Term (years) | 3 years 1 month 6 days | 3 years 6 months | |||
Risk-free rate | 4.80% | 4.49% | |||
Cost of debt | 13.66% | 14.80% | |||
[1]The valuation as of May 5, 2023 implied the probability of success based on the Company’s public warrants. Subsequent valuation dates during the three months ended September 30, 2023 utilized additional market information as the probability implied by the warrant value did not reflect the Company’s progress toward completing a Business Combination. |
Fair Value Measurements _3
Fair Value Measurements (Details) - Schedule of Change in the Fair Value of the Forward Purchase Agreement Assets and Liabilities - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Change In the Fair Value of The Forward Purchase Agreement Assets and Liabilities [Abstract] | ||||
Derivative liabilities at beginning | $ 241,264 | $ 521,886 | $ 331,777 | |
Loss on entry into forward purchase agreement | 295,330 | |||
Change in fair value of derivative liabilities | 324,049 | (367,567) | 190,109 | 36,447 |
Derivative liabilities at ending | 400,874 | 241,264 | $ 521,886 | $ 331,777 |
Non-redemption agreements liabilities transferred to equity | $ (164,439) | |||
Loss on entry into non redemption agreement | $ 86,945 |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Subsequent Events [Abstract] | |
Additional borrowed | $ 200,000 |
Outstanding promissory note - related party | $ 800,000 |
Significant Accounting Policies
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A [Member] | ||||||
Numerator: | ||||||
Allocation of net loss | $ (443,517) | $ (700,048) | $ (1,089,917) | $ (4,967,410) | $ (893,718) | $ (6,396,522) |
Denominator: | ||||||
Basic and diluted weighted average ordinary shares outstanding | 3,774,553 | 20,655,000 | 4,481,227 | 20,655,000 | 8,961,092 | 18,677,398 |
Basic and diluted net loss per ordinary share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.1) | $ (0.34) |
Class B [Member] | ||||||
Numerator: | ||||||
Allocation of net loss | $ (665,844) | $ (225,950) | $ (1,498,510) | $ (1,603,296) | $ (646,476) | $ (2,283,159) |
Denominator: | ||||||
Basic and diluted weighted average ordinary shares outstanding | 5,666,667 | 6,666,667 | 6,161,172 | 6,666,667 | 6,482,052 | 6,666,667 |
Basic and diluted net loss per ordinary share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.1) | $ (0.34) |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class A [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Diluted weighted average ordinary shares outstanding | 3,774,553 | 20,655,000 | 4,481,227 | 20,655,000 | 8,961,092 | 18,677,398 |
Diluted net loss per ordinary share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.10) | $ (0.34) |
Class B [Member] | ||||||
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) [Line Items] | ||||||
Diluted weighted average ordinary shares outstanding | 5,666,667 | 6,666,667 | 6,161,172 | 6,666,667 | 6,482,052 | 6,666,667 |
Diluted net loss per ordinary share | $ (0.12) | $ (0.03) | $ (0.23) | $ (0.24) | $ (0.10) | $ (0.34) |
Class A Ordinary Shares Subje_5
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Class A Ordinary Shares Subject to Possible Redemption [Abstract] | ||
Gross proceeds | $ 200,000,000 | $ 200,000,000 |
Less: | ||
Proceeds allocated to Public Warrants | (4,733,334) | |
Class A ordinary share issuance costs | (22,021,556) | |
Plus: | ||
Accretion of carrying value to redemption value | 26,754,890 | |
Class A ordinary share subject to possible redemption as of December 31, 2021 | 200,000,000 | |
Redemption of Class A ordinary shares subject to possible redemption | (154,906,130) | |
Increase in redemption value of Class A ordinary shares subject to possible redemption | 2,070,678 | |
Class A ordinary share subject to possible redemption as of December 31, 2022 | $ 47,164,548 | $ 200,000,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets that are Measured at Fair Value on a Recurring Basis - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | |||
Assets: | |||
Funds that invest in U.S. Treasury Securities | $ 22,442,184 | $ 47,264,548 | $ 200,005,484 |
Liabilities: | |||
Derivative liabilities – Forward Purchase Agreement | |||
Level 2 [Member] | |||
Assets: | |||
Funds that invest in U.S. Treasury Securities | |||
Liabilities: | |||
Derivative liabilities – Forward Purchase Agreement | |||
Level 3 [Member] | |||
Assets: | |||
Funds that invest in U.S. Treasury Securities | |||
Liabilities: | |||
Derivative liabilities – Forward Purchase Agreement | $ 331,777 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements - $ / shares | 4 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
May 05, 2023 | Sep. 30, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Schedule Of Quantitative Information Regarding Level3 Fair Value Measurements Abstract | ||||
Expected redemption price (in Dollars per share) | $ 11.5 | $ 11.5 | $ 10.33 | $ 10.48 |
Stock price (in Dollars per share) | $ 10.25 | $ 10.6 | $ 10.04 | $ 9.89 |
Volatility | 57% | 51% | 65% | 65% |
Term (years) | 5 years 5 months 8 days | 5 years 1 month 13 days | 3 years 6 months | 5 years 8 months 1 day |
Risk-free rate | 3.35% | 4.50% | 4.49% | 4.18% |
Cost of debt | 14.80% | 12.40% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Change in Fair Value of the Forward Purchase Agreement Assets and Liabilities - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Change in Fair Value of the Forward Purchase Agreement Assets and Liabilities [Abstract] | ||||
Derivative liabilities at January 1, 2022 | $ 331,777 | |||
Loss on entry into Forward Purchase Agreement | 295,330 | |||
Change in fair value of derivative liabilities | $ 324,049 | $ (367,567) | $ 190,109 | 36,447 |
Derivative liabilities at December 31, 2022 | $ 172 | $ 331,777 |