Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 14, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | WORLDWIDE WEBB ACQUISITION CORP. | |
Entity Central Index Key | 0001853044 | |
Entity File Number | 001-40920 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 98-1587626 | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 770 E Technology Way F13-16 | |
Entity Address, City or Town | OREM | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84097 | |
City Area Code | 415 | |
Local Phone Number | 629-9066 | |
Units [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | |
Trading Symbol | WWACU | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | WWAC | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 4,718,054 | |
Redeemable Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | |
Trading Symbol | WWACW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 41,844 | $ 48,126 |
Prepaid expenses | 152,906 | 304,314 |
Other current assets | 3,336 | 8,334 |
Total current assets | 198,086 | 360,774 |
Marketable securities held in Trust Account | 49,362,200 | 234,716,046 |
Total assets | 49,560,286 | 235,076,820 |
Current liabilities | ||
Accounts payable | 5,773,862 | 676,652 |
Accrued professional services fees | 1,547,171 | 3,091,220 |
Accrued expenses | 68,554 | 42,267 |
Total current liabilities | 7,938,000 | 4,010,139 |
Derivative warrant liabilities | 446,760 | 614,040 |
Deferred legal fees | 0 | 343,437 |
Total liabilities | 8,384,760 | 4,967,616 |
Commitments and Contingencies (Note 5) | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 4,718,054 and 23,000,000 shares at $10.44 and $10.20 per share at June 30, 2023 and December 31, 2022, respectively | 49,262,200 | 234,616,046 |
Shareholders' deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (8,087,249) | (4,507,417) |
Total shareholders' deficit | (8,086,674) | (4,506,842) |
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit | 49,560,286 | 235,076,820 |
Related Party [Member] | ||
Current liabilities | ||
Promissory note - related party | 548,413 | 200,000 |
Common Class A [Member] | ||
Current liabilities | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 4,718,054 and 23,000,000 shares at $10.44 and $10.20 per share at June 30, 2023 and December 31, 2022, respectively | 49,262,200 | 234,616,046 |
Shareholders' deficit | ||
Common Stock, Value, Issued | 0 | 0 |
Common Class B [Member] | ||
Shareholders' deficit | ||
Common Stock, Value, Issued | $ 575 | $ 575 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Temporary equity, Redemption price per share | $ 10.44 | $ 10.2 |
Preferred stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, Shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, Shares issued | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Class A ordinary shares redemption per share | $ 0.0001 | $ 0.0001 |
Temporary equity, Shares outstanding | 4,718,054 | 23,000,000 |
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 500,000,000 | 500,000,000 |
Common stock, Shares issued | 0 | 0 |
Common stock, Shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 |
Common stock, Shares authorized | 50,000,000 | 50,000,000 |
Common stock, Shares issued | 5,750,000 | 5,750,000 |
Common stock, Shares outstanding | 5,750,000 | 5,750,000 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General and Administrative Expense | $ 1,475,740 | $ 294,683 | $ 3,747,112 | $ 657,321 |
Loss from operations | (1,475,740) | (294,683) | (3,747,112) | (657,321) |
Change in fair value of derivative warrant liabilities | 1,797,240 | 6,385,200 | 167,280 | 10,467,240 |
Gain on marketable securities, dividends and interest, held in Trust Account | 1,711,537 | 83,875 | 4,080,757 | 164,227 |
Net income | 2,033,037 | 6,174,392 | 500,925 | 9,974,146 |
Common Class A [Member] | ||||
Net income | $ 1,139,293 | $ 4,939,514 | $ 362,923 | $ 7,979,317 |
Weighted average shares outstanding, basic | 7,329,761 | 23,000,000 | 15,121,592 | 23,000,000 |
Weighted average shares outstanding, diluted | 7,329,761 | 23,000,000 | 15,121,592 | 23,000,000 |
Basic Net income per share | $ 0.16 | $ 0.21 | $ 0.02 | $ 0.35 |
Diluted Net income per share | $ 0.16 | $ 0.21 | $ 0.02 | $ 0.35 |
Common Class B [Member] | ||||
Net income | $ 893,744 | $ 1,234,878 | $ 138,002 | $ 1,994,829 |
Weighted average shares outstanding, basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 |
Basic Net income per share | $ 0.16 | $ 0.21 | $ 0.02 | $ 0.35 |
Diluted Net income per share | $ 0.16 | $ 0.21 | $ 0.02 | $ 0.35 |
Condensed Statements of Changes
Condensed Statements of Changes in Temporary Equity and Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] |
Balance at the beginning (Shares) at Dec. 31, 2021 | 23,000,000 | 5,750,000 | |||||
Balance at the beginning (Amount) at Dec. 31, 2021 | $ (19,798,051) | $ 0 | $ (19,798,626) | $ 232,300,000 | $ 575 | ||
Net income (loss) | 3,799,755 | 3,799,755 | |||||
Balance at the end (Shares) at Mar. 31, 2022 | 23,000,000 | 5,750,000 | |||||
Balance at the end (Amount) at Mar. 31, 2022 | (15,998,296) | 0 | (15,998,871) | $ 232,300,000 | $ 575 | ||
Balance at the beginning (Shares) at Dec. 31, 2021 | 23,000,000 | 5,750,000 | |||||
Balance at the beginning (Amount) at Dec. 31, 2021 | (19,798,051) | 0 | (19,798,626) | $ 232,300,000 | $ 575 | ||
Remeasurement of Class A ordinary shares to redemption value | (85,071) | ||||||
Net income (loss) | 9,974,146 | $ 7,979,317 | $ 1,994,829 | ||||
Balance at the end (Shares) at Jun. 30, 2022 | 23,000,000 | 5,750,000 | |||||
Balance at the end (Amount) at Jun. 30, 2022 | (9,908,975) | 0 | (9,909,550) | $ 232,385,071 | $ 575 | ||
Balance at the beginning (Shares) at Dec. 31, 2021 | 23,000,000 | 5,750,000 | |||||
Balance at the beginning (Amount) at Dec. 31, 2021 | (19,798,051) | 0 | (19,798,626) | $ 232,300,000 | $ 575 | ||
Redemption of Class A ordinary shares (Amount) | 2,316,046 | ||||||
Balance at the end (Shares) at Dec. 31, 2022 | 23,000,000 | 5,750,000 | |||||
Balance at the end (Amount) at Dec. 31, 2022 | (4,506,842) | 0 | (4,507,417) | $ 234,616,046 | $ 575 | ||
Balance at the beginning (Shares) at Mar. 31, 2022 | 23,000,000 | 5,750,000 | |||||
Balance at the beginning (Amount) at Mar. 31, 2022 | (15,998,296) | 0 | (15,998,871) | $ 232,300,000 | $ 575 | ||
Remeasurement of Class A ordinary shares to redemption value | (85,071) | (85,071) | $ 85,071 | ||||
Net income (loss) | 6,174,392 | 6,174,392 | 4,939,514 | 1,234,878 | |||
Balance at the end (Shares) at Jun. 30, 2022 | 23,000,000 | 5,750,000 | |||||
Balance at the end (Amount) at Jun. 30, 2022 | (9,908,975) | 0 | (9,909,550) | $ 232,385,071 | $ 575 | ||
Balance at the beginning (Shares) at Dec. 31, 2022 | 23,000,000 | 5,750,000 | |||||
Balance at the beginning (Amount) at Dec. 31, 2022 | (4,506,842) | 0 | (4,507,417) | $ 234,616,046 | $ 575 | ||
Remeasurement of Class A ordinary shares to redemption value | (2,369,220) | (2,369,220) | $ 2,369,220 | ||||
Net income (loss) | (1,532,112) | (1,532,112) | |||||
Balance at the end (Shares) at Mar. 31, 2023 | 23,000,000 | 5,750,000 | |||||
Balance at the end (Amount) at Mar. 31, 2023 | (8,408,174) | 0 | (8,408,749) | $ 236,985,266 | $ 575 | ||
Balance at the beginning (Shares) at Dec. 31, 2022 | 23,000,000 | 5,750,000 | |||||
Balance at the beginning (Amount) at Dec. 31, 2022 | (4,506,842) | 0 | (4,507,417) | $ 234,616,046 | $ 575 | ||
Remeasurement of Class A ordinary shares to redemption value | (4,080,757) | ||||||
Redemption of Class A ordinary shares (Amount) | 4,080,757 | ||||||
Net income (loss) | 500,925 | 362,923 | 138,002 | ||||
Balance at the end (Shares) at Jun. 30, 2023 | 4,718,054 | 5,750,000 | |||||
Balance at the end (Amount) at Jun. 30, 2023 | (8,086,674) | 0 | (8,087,249) | $ 49,262,200 | $ 575 | ||
Balance at the beginning (Shares) at Mar. 31, 2023 | 23,000,000 | 5,750,000 | |||||
Balance at the beginning (Amount) at Mar. 31, 2023 | (8,408,174) | 0 | (8,408,749) | $ 236,985,266 | $ 575 | ||
Remeasurement of Class A ordinary shares to redemption value | (1,711,537) | (1,711,537) | $ 1,711,537 | ||||
Redemption of Class A ordinary shares (Shares) | (18,281,946) | ||||||
Redemption of Class A ordinary shares (Amount) | 0 | $ (189,434,603) | |||||
Net income (loss) | 2,033,037 | 2,033,037 | $ 1,139,293 | $ 893,744 | |||
Balance at the end (Shares) at Jun. 30, 2023 | 4,718,054 | 5,750,000 | |||||
Balance at the end (Amount) at Jun. 30, 2023 | $ (8,086,674) | $ 0 | $ (8,087,249) | $ 49,262,200 | $ 575 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flows from Operating Activities | ||||
Net income | $ 2,033,037 | $ 6,174,392 | $ 500,925 | $ 9,974,146 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Gain on marketable securities (net), dividends and interest, held in Trust Account | (1,711,537) | (83,875) | (4,080,757) | (164,227) |
Formation and operating expenses funded by note payable through Sponsor | 78,413 | (6,499) | ||
Change in fair value of derivative warrant liabilities | (1,797,240) | (6,385,200) | (167,280) | (10,467,240) |
Changes in operating assets and liabilities: | ||||
Prepaid and other assets | 156,406 | 169,552 | ||
Accounts payable | 5,097,210 | 12,972 | ||
Accrued expenses | (1,517,762) | 116,532 | ||
Net cash provided by (used in) operating activities | 67,155 | (364,764) | ||
Cash Flows from Investing Activities: | ||||
Trust account withdrawal for Class A share redemptions | 189,434,603 | 0 | ||
Net cash provided by investing activities | 189,434,603 | 0 | ||
Cash Flows from Financing Activities | ||||
Redemption of Class A shares | (189,434,603) | 0 | ||
Proceeds from note payable and advances from related party | 270,000 | 0 | ||
Deferred legal fees paid | (343,437) | 0 | ||
Net cash used in financing activities | (189,508,040) | 0 | ||
Net decrease in cash | (6,282) | (364,764) | ||
Cash - beginning of period | 48,126 | 503,204 | ||
Cash - end of period | 41,844 | 138,440 | 41,844 | 138,440 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Remeasurement of Class A shares to redemption value | $ 1,711,537 | $ 85,071 | 4,080,757 | 85,071 |
Offering costs paid through promissory note - related party | $ 0 | $ 201,962 |
Description of Organization, Bu
Description of Organization, Business Operations, Liquidity, and Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization, Business Operations, Liquidity, and Going Concern | Note 1 — Description of Organization, Business Operations, Liquidity, and Going Concern Organization and General Worldwide Webb Acquisition Corp. (the “Company”) is a blank check company incorporated in Cayman Islands on March 5, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2023, the Company had not yet commenced operations. All activities for the period from March 5, 2021 (inception) through June 30, 2023, relate to the Company’s formation, initial public offering (“Initial Public Offering”), which is described below, and search of a target for 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 will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. On October 22, 2021, the Company consummated the Initial Public Offering of 20,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $200,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company completed the private sale of 8,000,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant (the “Private Placement”), to Worldwide Webb Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds to the Company of $8,000,000, which is described in Note 4. Subsequently, on November 11, 2021, the underwriter exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 3,000,000 units (the “Over-Allotment Units”) occurred on November 15, 2021. In connection with the over-allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 Ordinary Shares and 1,500,000 public warrants at a price of $10.00 per Unit, generating total gross proceeds of $30,000,000. Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 900,000 Private Placement Warrants (“Additional Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $900,000. Transaction costs amounted to $21,834,402, including $8,050,000 in deferred underwriting fees, $4,600,000 in upfront underwriting fees, and $9,184,402 in other offering costs related to the Initial Public Offering. Approximately $8,306,250 of these expenses are non-cash offering costs associated with the Class B shares purchased by the anchor investors. Following the closing of the Initial Public Offering on October 22, 2021 and underwriters’ exercise of Over-Allotment option on November 15, 2021, an amount of $232,300,000 ($10.10 per Unit) of the proceeds from the Initial Public Offering, including $8,050,000 of the underwriters’ deferred discount was placed in a U.S.-based trust account (the “Trust Account”) at Bank of America, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the Initial Public Offering held in the trust account will not be released until the earliest of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s memorandum and articles of association provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A ordinary shares, $0.0001 par value, included in the Units (the “Public Shares”) being sold in the Initial Public Offering that have been properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within 18 months from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Class A ordinary shares included in the Units being sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination by October 22, 2023 (subject to the requirements of law). 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 Company’s public shareholders. On March 11, 2023, the Company entered into the Business Combination Agreement (the “Business Combination Agreement”), with WWAC Amalgamation Sub Pte. Ltd., a Singapore private company limited by shares and a direct wholly-owned Subsidiary of the Company, with company registration number 202300520W (“Amalgamation Sub”), and Aark Singapore Pte. Ltd., a Singapore private company limited by shares, with company registration number 200602001D (“AARK”, together with the Company and Amalgamation Sub, collectively, the “Parties” and individually a “Party”). Aeries Technology Group Business Accelerators Private Limited, an Indian private company limited by shares (“Aeries”), is a subsidiary of AARK. AARK is wholly owned by Mr. Venu Raman Kumar (the “Sole Shareholder”). The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company, Amalgamation Sub and AARK, and by the sole shareholders of each of Amalgamation Sub and AARK. Please refer to the Form 8-K that was filed with the SEC on March 20, 2023. On April 14, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”) and approved two proposals to amend the Company’s amended and restated memorandum and articles of association (the “Articles”). The first such proposal (the “Extension Amendment Proposal”) sought to amend the Articles to extend the date by which the Company must (1) consummate a merger, (2) wind up if it fails to complete such business combination, and (3) redeem all of the Company’s Class A ordinary shares sold in the Company’s IPO, from 18 months to 24 months from the closing of the IPO (the “Extension Amendment”). As a result, the Company will now have until October 22, 2023 to consummate an initial business combination. The second such proposal sought to amend the Articles to eliminate the limitation that the Company shall not redeem Class A ordinary shares sold in the IPO to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001. In connection with the vote to approve these proposals, holders of 18,281,946 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.36 per share, for an aggregate redemption amount of $189,434,603, leaving $48,887,722 in the Company’s trust account and 4,718,054 Class A ordinary shares remain outstanding. On June 1, 2023, in connection with the Business Combination, the Company entered into a subscription agreement (the “Subscription Agreement”) with a certain investor (the “PIPE Investor”), pursuant to which, among other things, the PIPE Investor has agreed to subscribe for and purchase from the Company. The Company has agreed to issue and sell to the PIPE Investor, an aggregate of 1,033,058 newly issued Class A ordinary shares for an aggregate purchase price of $5,000,000, on the terms and subject to the conditions set forth therein (the “PIPE Financing”). The Subscription Agreement contains customary conditions to closing, including the consummation of the Business Combination substantially concurrently with the consummation of the PIPE Financing. As of June 30, 2023 no shares related to the PIP Financing Agreement were issued or outstanding. Please refer to the Form 8-K filed with the SEC on June 1, 2023 for additional information regarding the Subscription Agreement with the PIPE Investor. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek shareholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek shareholder approval of the Initial Business Combination or will allow shareholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek shareholder approval, unless a vote is required by law or under NASDAQ rules. If the Company seeks shareholder approval, it will complete its Initial Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its ordinary shares to no longer qualify for exemption from the Securities and Exchange Commission’s (the “SEC”) “penny stock” rules. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. As a result, such Class A ordinary shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s memorandum and articles of association if the Company is unable to complete the Initial Business Combination within 24 months from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, 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 and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, 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, dissolve and liquidate, 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 and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within 18 months of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A ordinary shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Liquidity and Going Concern Considerations On a routine basis, the Company assesses going concern considerations in accordance with FASB ASC 205-40 “Presentation of Financial Statements —Going Concern”. As of June 30, 2023, the Company had a cash balance of $41,844 and a working capital deficit of $7,739,914, and the Company has access to working capital loans from the Sponsor, which is described in Note 4, to fund working capital needs or finance transaction costs. Further, the Company’s liquidity needs are satisfied through using proceeds from the Initial Public Offering and Private Placement Warrants (as described in Notes 3 and 4) that is not held in Trust Account to pay for existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Initial Business Combination. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence, and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of an Initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial Business Combination. These factors raise substantial doubt about the Company’s ability to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“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 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 October 22, 2023. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these 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 financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $41,844 and $48,126 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of June 30, 2023 and December 31, 2022, respectively. Derivative Financial Instruments The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A ordinary shares. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 5 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 8 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option. Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account of $49,362,200 and $234,716,046, respectively, were invested in money market funds. Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The ordinary shares subject to possible redemption reflected on the condensed balance sheets as of June 30, 2023 and December 31, 2022 is reconciled in the following table: Class A ordinary shares subject to possible redemption at December 31, 2021 $ 232,300,000 Remeasurement of Class A ordinary shares to redemption value 2,316,046 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 234,616,046 Remeasurement of Class A ordinary shares to redemption value 4,080,757 Redemption of Class A ordinary shares (189,434,603 ) Class A ordinary shares subject to possible redemption at June 30, 2023 (unaudited) $ 49,262,200 Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1- Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2- Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3- Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. Net Income Per Share of Ordinary Shares Net income per share of ordinary shares is computed by dividing Net income by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A ordinary shares, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive. For the three and six months ended June 30, 2023, the inclusion of dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event. For the three and six months ended June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings is shared pro rata between the two classes of shares as long as an Initial Business Combination is the most likely outcome. Accretion associated with the redeemable Class A ordinary shares is excluded from income per share as the redemption value approximates fair value. A reconciliation of the income per share is below: For The Three For The Three For The Six For The Six Months Ended Months Ended Months Ended Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares $ 1,139,293 $ 4,939,514 $ 362,923 $ 7,979,317 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 7,329,761 23,000,000 15,121,592 23,000,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.16 $ 0.21 $ 0.02 $ 0.35 Non-Redeemable Class B Ordinary Shares Numerator: Net income allocable to non-redeemable Class B Ordinary Shares $ 893,744 $ 1,234,878 $ 138,002 $ 1,994,829 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 5,750,000 5,750,000 5,750,000 5,750,000 Basic and diluted net income per share, Class B non-redeemable ordinary shares $ 0.16 $ 0.21 $ 0.02 $ 0.35 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of June 30, 2023 and December 31, 2022. FASB ASC 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. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. Consequently, income taxes are not reflected in the Company’s financial statement. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering and the exercise of underwriters’ Over-Allotment option, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A ordinary shares and one-half of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one share of Class A ordinary shares at an exercise price of $11.50 per share. On April 14, 2023, in Connection with the Meeting discussed in Note 1, holders of 18,281,946 Class A ordinary shares were redeemed, leaving 4,718,054 Class A ordinary shares remain outstanding. Anchor Investors purchased an aggregate of $198.6 million of units in this offering at the offering price, and we have agreed to direct the underwriters to offer to each Anchor Investor up to such number of units and no more than 9.9% of the units in this offering per Anchor Investor. Approximately 99.3% of the units sold in this offering were purchased by the Anchor Investors. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares In March 2021, our sponsor subscribed for an aggregate of 8,625,000 Class B ordinary shares, par value $0.001 per share, for an aggregate purchase price of $25,000 (“founder shares”). On September 17, 2021, our sponsor effected a surrender of 2,875,000 Class B ordinary shares to the company for no consideration, resulting in a decrease in the number of Class B ordinary shares outstanding from 8,625,000 to 5,750,000, such that the total number of founder shares would represent 20% of the total number of ordinary shares outstanding upon completion of this offering (of which 750,000 Class B ordinary shares are subject to forfeiture if the underwriters do not exercise their overallotment option). Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. Ten Anchor Investors entered into Investment Agreements (the “Investment Agreements”) with the Sponsor and the Company pursuant to which they purchased 1,250,000 Founder shares of the Company, par value $0.0001 per share, from the Sponsor for $0.005 per share. The Company considers the excess fair value of the Founder Shares issued to the anchor investors above the purchase price as offering costs and reduced the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares sold to the anchor investors at $8,306,250. The excess of the fair value over consideration of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and was charged against the carrying value of Class A ordinary shares upon the completion of the Initial Public Offering. Administrative Services Agreement The Company entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of our Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, utilities, administrative and support services, up to a maximum of $160,000. The $160,000 maximum threshold was met as of February 2023, so the Company will cease paying these monthly fees in the following months. For the three months ended June 30, 2023 and 2022, the Company expensed $0 and $30,000, respectively, in monthly administrative support services, and Company expensed $20,000 and $30,000 for the six months ended June 30, 2023 and 2022, respectively. Promissory Note-Related Party On March 5, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Original Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Original Note was a non-interest bearing and was payable on the earlier of (i) March 15, 2022 or (ii) the consummation of the Proposed Public Offering. The Sponsor cancelled the Original Note on October 25, 2021, and issued an amended Promissory Note to the Company (the “Amended Note”). The outstanding balance of the Original Note at the time of cancellation was $180,361, which was transferred over to the Amended Note at the time of issuance. The Amended Note is a non-interest bearing note that allows the company to borrow up to an aggregate of $1,500,000. The Amended Note includes a provision that allows the Sponsor to convert up to $1,500,000 of any unpaid principal on the note into warrants of the post-business combination entity at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability, and exercise period. As of June 30, 2023 and December 31, 2022, the Company has borrowed $548,413 and $200,000 under the promissory amended note, respectively, and will become payable on the earlier of (i) October 22, 2023 or (ii) the consummation of the Initial Business Combination. In addition to the promissory note, the Sponsor has agreed to pay for expenses on the Company’s behalf that are payable on demand. The Company owed $222,716 and $ Private Placement Warrants The Sponsor purchased an aggregate of 8,000,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $8,000,000 in the aggregate, in a private placement simultaneously with the closing of the IPO. An additional 900,000 Private Placement Warrants were purchased upon the Underwriter’s exercise of over-allotment option in full. Each Private Placement Warrant is exercisable for one share of Class A ordinary shares at a price of $11.50 per share. A portion of the proceeds from the sale of the private placement warrants and the sale of forward purchase units to the Sponsor were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the Business Combination. Related Party Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, the Company had no borrowings under the Working Capital Loans. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to the consummation of the Proposed Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement will provide that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Administrative Support Agreement Commencing on the date that the Company’s securities were first listed on the NASDAQ, the Company agreed to pay the Sponsor or an affiliate thereof in an amount equal to $10,000 per month for office space, utilities and secretarial and administrative support made available to the Company, up to a maximum of $160,000. The Company recorded an aggregate of $0 and $20,000 for the three and six months ended June 30, 2023, respectively, in general and administrative expenses in connection with the related agreement in the accompanying statement of operations. The Company ceased paying these monthly fees in February 2023, and the $160,000 threshold was met in this month. The warrant agreement provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, the Company may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although the Company’s ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. Underwriting Agreement The Company paid an underwriting discount of 2.0% of the per Unit offering price to the Underwriter at the closing of the Initial Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $8,050,000 would become payable to the Underwriter from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination unless the Underwriter waives their right to the underwriting fees. The Company granted the Underwriter a 45-day option to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. The underwriter exercised their over-allotment option in full on November 11, 2021, and the closing of the issuance and sale of the additional 3,000,000 units (the “Over-Allotment Units”) occurred on November 15, 2021. In connection with the over- allotment exercise, the Company issued 3,000,000 Over-Allotment Units, representing 3,000,000 Ordinary Shares and 1,500,000 public warrants at a price of $10.00 per Unit, generating total gross proceeds of $30,000,000. Effective as of September 30, 2022, the underwriters from the Initial Public Offering resigned and withdrew from their role in the Business Combination and thereby waived their entitlement to the deferred underwriting fees of $8,050,000, which the Company has recorded as a gain on settlement of underwriter fees on the statements of shareholders’ deficit for the year ended December 31, 2022 for $7,847,542, which represents the original amount recorded to accumulated deficit, and the remaining balance of $202,548 representing the amount recorded to the statements of operations for the year ended December 31, 2022. Based on this arrangement, the Company is no longer obligated to pay the underwriter if the Company merges with a Target in the future. |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Warrant Liability [Abstract] | |
Warrant Liabilities | Note 6 — Warrant Liabilities The Company accounted for the 20,400,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 8,900,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant much be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement of operations. Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Initial Public Offering and will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The exercise price of each Warrant is $11.50 per share, subject to adjustment as described herein. In addition, if we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. The Warrants will become exercisable on the later of: • 30 days after the completion of the Initial Business Combination or, • 12 months from the closing of the Initial Public Offering; The Company is not registering Class A ordinary shares issuable upon exercise of the Warrants at this time. However, the Company has agreed that as soon as practicable, but in no event later than fifteen (15) business days, after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Company’s Class A ordinary shares is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants will expire five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Warrant, the Warrant exercise price will be paid directly to us and not placed in the Trust Account. 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, referred to as the 30-day redemption period; and • if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, dividends, reorganization, recapitalizations, and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The Company will not redeem the Warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Except as described below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described below with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.10 per Warrant, provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares determined in part by the redemption date and the “fair market value” of the Class A ordinary shares except as otherwise below; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The “fair market value” of the Company’s Class A ordinary shares shall mean the average reported last sale price of the Company’s Class A ordinary shares for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants. No fractional Class A ordinary shares will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. |
Shareholder's Deficit
Shareholder's Deficit | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholder's Deficit | Note 7 — Shareholders’ Deficit Preference shares The Company is authorized to issue 5,000,000 shares of preference shares, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2023 and December 31, 2022, there were no shares of preference shares issued or outstanding. Class A ordinary shares The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 4,718,054 and Class A ordinary shares subject to possible redemption , Class B ordinary shares The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of June 30, 2023 and December 31, 2022, 5,750,000 Class B ordinary shares were issued and outstanding. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote on the election of the Company’s directors prior to the initial Business Combination. The Class B founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all Class A ordinary shares issued and outstanding upon the completion of this offering, plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination. Prior to our initial business combination, holders of the Class B ordinary shares will have the right to appoint all of our directors and may remove members of the board of directors for any reason in any general meeting held prior to or in connection with the completion of our initial business combination. On any other matter submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law and subject to the amended and restated memorandum and articles of association. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Level Fair Value June 30, 2023 Marketable securities 1 $ 49,362,200 December 31, 2022 Marketable securities 1 $ 234,716,046 The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 251,850 $ — $ — $ 251,850 Private Placement Warrants — 194,910 — 194,910 Total liabilities $ 251,850 $ 194,910 $ — $ 446,760 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 346,150 $ — $ — $ 346,150 Private Placement Warrants — 267,890 — 267,890 Total liabilities $ 346,150 $ 267,890 $ — $ 614,040 On December 9, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded in accordance with the Prospectus filed October 21, 2021. Once publicly traded, the observable input qualifies the liability for treatment as a Level 1 liability. As such, as of June 30, 2023 and December 31, 2022, the Company classified the Public Warrants as Level 1. The Private Warrants were valued based on the trading price of Public Warrants, which is considered to be a Level 2 fair value measurement. To estimate the value of the Private Placement Warrants, the Company used the public trading price of the Public Warrants. This value was adjusted to reflect the value of the issuer call provision of the Public Warrants, as this right is not applicable to the Private Placement Warrants unless they are sold by the initial holders. There were no transfers between fair value levels during the three and six months ended June 30, 2023. The following table presents a summary of the changes in the fair value of Derivative Warrant Liabilities: Public Public Total Fair value at January 1, 2023 $ 346,150 $ 267,890 $ 614,040 Change in fair value (gain) (94,300 ) (72,980 ) (167,280 ) Fair value as of June 30, 2023 $ 251,850 $ 194,910 $ 446,760 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events Management has evaluated the impact of subsequent events the date the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial 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 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 expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $41,844 and $48,126 in cash and no cash equivalents, outside of the funds held in the Trust Account, as of June 30, 2023 and December 31, 2022, respectively. |
Derivative Financial Instruments | Derivative Financial Instruments The Company accounts for the Warrants, Forward Purchase Agreement (as defined below), and Working Capital Loan conversion option (collectively, the “Instruments”) in accordance with the guidance contained in ASC 815-40 under which the Instruments do not meet the criteria for equity treatment and must be recorded as liabilities. The conversion feature within the Working Capital Loan gives the Sponsor an option to convert the loan to warrants of the Company’s Class A ordinary shares. This bifurcated feature is assessed at the end of each reporting period to conclude whether additional liability should be recorded. The Instruments are subjected to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. See Note 5 and 7 for further discussion of the pertinent terms of the Warrants and Forward Purchase Agreement and Note 8 for further discussion of the methodology used to determine the value of the Warrants, Forward Purchase Agreement, and Working Capital Loan conversion option. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At June 30, 2023 and December 31, 2022, the assets held in the Trust Account of $49,362,200 and $234,716,046, respectively, were invested in money market funds. |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all Class A ordinary shares have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in capital and accumulated deficit. The ordinary shares subject to possible redemption reflected on the condensed balance sheets as of June 30, 2023 and December 31, 2022 is reconciled in the following table: Class A ordinary shares subject to possible redemption at December 31, 2021 $ 232,300,000 Remeasurement of Class A ordinary shares to redemption value 2,316,046 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 234,616,046 Remeasurement of Class A ordinary shares to redemption value 4,080,757 Redemption of Class A ordinary shares (189,434,603 ) Class A ordinary shares subject to possible redemption at June 30, 2023 (unaudited) $ 49,262,200 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2023 and December 31, 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Except for the Warrant, Forward Purchase Agreement, and Working Capital Loan Liabilities as described above, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (the “FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1- Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2- Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets of liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3- Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the condensed balance sheets as current or noncurrent based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Offering Costs | Offering Costs Offering costs consist of legal, accounting, underwriting and other costs incurred through the condensed balance sheet date that are directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated using the relative fair values of the Company’s Class A ordinary shares and its Public Warrants and Private Placement Warrants. The costs allocated to warrants were recognized in other expenses and those related to the Company’s Class A ordinary shares were charged against the carrying value of Class A ordinary shares. The Company complies with the requirements of the ASC 340-10-S99-1. |
Net Income Per Share of Ordinary Shares | Net Income Per Share of Ordinary Shares Net income per share of ordinary shares is computed by dividing Net income by the weighted average number of shares issued and outstanding during the period. The Company has not considered the effect of their Forward Purchase Agreement, warrants sold in the Initial Public Offering, private placement to purchase Class A ordinary shares, and Working Capital Loan warrants in the calculation of diluted income per share, since the instruments are not dilutive. For the three and six months ended June 30, 2023, the inclusion of dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company is contingent on a future event. For the three and six months ended June 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented. The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares (the “Founder Shares”). Earnings is shared pro rata between the two classes of shares as long as an Initial Business Combination is the most likely outcome. Accretion associated with the redeemable Class A ordinary shares is excluded from income per share as the redemption value approximates fair value. A reconciliation of the income per share is below: For The Three For The Three For The Six For The Six Months Ended Months Ended Months Ended Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares $ 1,139,293 $ 4,939,514 $ 362,923 $ 7,979,317 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 7,329,761 23,000,000 15,121,592 23,000,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.16 $ 0.21 $ 0.02 $ 0.35 Non-Redeemable Class B Ordinary Shares Numerator: Net income allocable to non-redeemable Class B Ordinary Shares $ 893,744 $ 1,234,878 $ 138,002 $ 1,994,829 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 5,750,000 5,750,000 5,750,000 5,750,000 Basic and diluted net income per share, Class B non-redeemable ordinary shares $ 0.16 $ 0.21 $ 0.02 $ 0.35 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed immaterial as of June 30, 2023 and December 31, 2022. FASB ASC 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. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. Consequently, income taxes are not reflected in the Company’s financial statement. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying financial statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Ordinary Shares Subject To Possible Redemption | The ordinary shares subject to possible redemption reflected on the condensed balance sheets as of June 30, 2023 and December 31, 2022 is reconciled in the following table: Class A ordinary shares subject to possible redemption at December 31, 2021 $ 232,300,000 Remeasurement of Class A ordinary shares to redemption value 2,316,046 Class A ordinary shares subject to possible redemption at December 31, 2022 $ 234,616,046 Remeasurement of Class A ordinary shares to redemption value 4,080,757 Redemption of Class A ordinary shares (189,434,603 ) Class A ordinary shares subject to possible redemption at June 30, 2023 (unaudited) $ 49,262,200 |
Schedule of Income Per Share, Basic and Diluted | A reconciliation of the income per share is below: For The Three For The Three For The Six For The Six Months Ended Months Ended Months Ended Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Redeemable Class A Ordinary Shares Numerator: Net income allocable to Redeemable Class A Ordinary Shares $ 1,139,293 $ 4,939,514 $ 362,923 $ 7,979,317 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares 7,329,761 23,000,000 15,121,592 23,000,000 Basic and diluted net income per share, Class A ordinary shares subject to possible redemption $ 0.16 $ 0.21 $ 0.02 $ 0.35 Non-Redeemable Class B Ordinary Shares Numerator: Net income allocable to non-redeemable Class B Ordinary Shares $ 893,744 $ 1,234,878 $ 138,002 $ 1,994,829 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares 5,750,000 5,750,000 5,750,000 5,750,000 Basic and diluted net income per share, Class B non-redeemable ordinary shares $ 0.16 $ 0.21 $ 0.02 $ 0.35 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets That Are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Level Fair Value June 30, 2023 Marketable securities 1 $ 49,362,200 December 31, 2022 Marketable securities 1 $ 234,716,046 |
Summary of Liabilities Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022, including the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 251,850 $ — $ — $ 251,850 Private Placement Warrants — 194,910 — 194,910 Total liabilities $ 251,850 $ 194,910 $ — $ 446,760 December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 346,150 $ — $ — $ 346,150 Private Placement Warrants — 267,890 — 267,890 Total liabilities $ 346,150 $ 267,890 $ — $ 614,040 |
Summary of The Changes In The Fair Value of Derivative Warrant Liabilities | The following table presents a summary of the changes in the fair value of Derivative Warrant Liabilities: Public Public Total Fair value at January 1, 2023 $ 346,150 $ 267,890 $ 614,040 Change in fair value (gain) (94,300 ) (72,980 ) (167,280 ) Fair value as of June 30, 2023 $ 251,850 $ 194,910 $ 446,760 |
Description of Organization, _2
Description of Organization, Business Operations, Liquidity, and Going Concern - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Apr. 14, 2023 | Aug. 16, 2022 | Nov. 15, 2021 | Oct. 22, 2021 | Sep. 30, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 01, 2023 | |
Description Of Organization And Business Operations [Line Items] | ||||||||
Entity incorporation, Date of incorporation | Mar. 05, 2021 | |||||||
Class of warrant or right issued during period, Warrants | 20,400,000 | |||||||
Temporary equity, Redemption price per share | $ 10.44 | $ 10.2 | ||||||
Period within which business combination shall be consummated from the closing of initial public offer | 24 months | |||||||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | |||||||
Cash | 41,844 | $ 48,126 | ||||||
Net working capital | $ 7,739,914 | |||||||
Investment of cash in Trust Account | $ 232,300,000 | |||||||
Offering Costs | $ 21,834,402 | |||||||
Underwriting fees | 4,600,000 | |||||||
Other Offering Costs | 9,184,402 | |||||||
Offering Costs on Founder Shares Offered to Anchor Investors | 8,306,250 | |||||||
Deferred Underwriting Fees Payable Non Current | $ 8,050,000 | $ 8,050,000 | ||||||
Redemption limitation threshold minimum amount | $ 5,000,001 | |||||||
Percentage of fair market value of shares repurchased | 1% | |||||||
Inflation Reduction Act Of Two Thousand And Twenty Two [Member] | On Or After First January Two Thousand And Twenty Three [Member] | ||||||||
Description Of Organization And Business Operations [Line Items] | ||||||||
Percentage of excise tax on certain repurchases of stock at market value | 1% | |||||||
Private Placement Warrants [Member] | ||||||||
Description Of Organization And Business Operations [Line Items] | ||||||||
Class of warrant or right issued during period, Warrants | 900,000 | 8,000,000 | 8,900,000 | |||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | $ 1 | ||||||
Proceeds from Issuance of Private Placement | $ 900,000 | $ 8,000,000 | ||||||
Public Warrants [Member] | ||||||||
Description Of Organization And Business Operations [Line Items] | ||||||||
Stock issued during period, Shares | 1,500,000 | |||||||
Shares issued, Price per share | $ 10 | |||||||
Class of warrant or right issued during period, Warrants | 11,500,000 | |||||||
Proceeds from Issuance of Warrants | $ 30,000,000 | |||||||
Minimum [Member] | ||||||||
Description Of Organization And Business Operations [Line Items] | ||||||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80% | |||||||
Common Class A [Member] | ||||||||
Description Of Organization And Business Operations [Line Items] | ||||||||
Common stock, Par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||
Temporary equity, Redemption price per share | $ 10.36 | |||||||
Temporary equity, Shares outstanding | 4,718,054 | 4,718,054 | 23,000,000 | |||||
Estimated outstanding balance in restricted assets account | $ 48,887,722 | |||||||
Repayment of common stock subject to possible redemption | $ 189,434,603 | |||||||
Temporary equity stock redeemed during the period shares | 18,281,946 | |||||||
Common Class A [Member] | Public Share [Member] | ||||||||
Description Of Organization And Business Operations [Line Items] | ||||||||
Common stock, Par or stated value per share | $ 0.0001 | |||||||
Period within which business combination shall be consummated from the closing of initial public offer | 18 months | |||||||
Percentage of Redemption of Common Stock | 100% | |||||||
IPO [Member] | ||||||||
Description Of Organization And Business Operations [Line Items] | ||||||||
Stock issued during period, Shares | 20,000,000 | |||||||
Shares issued, Price per share | $ 10 | |||||||
proceeds from initial public offering | $ 200,000,000 | |||||||
Over-Allotment Option [Member] | ||||||||
Description Of Organization And Business Operations [Line Items] | ||||||||
Stock issued during period, Shares | 3,000,000 | |||||||
PIPE Financing [Member] | Subscription Agreement [Member] | ||||||||
Description Of Organization And Business Operations [Line Items] | ||||||||
Shares outstanding | 0 | |||||||
Shares issued | 0 | |||||||
Monetary value of common stock allocated to investors | $ 5,000,000 | |||||||
Common stock allocated to investors | 1,033,058 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Income (Loss) Per Share, Basic and Diluted (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net (Loss) Income Attributable to Parent | $ 2,033,037 | $ (1,532,112) | $ 6,174,392 | $ 3,799,755 | $ 500,925 | $ 9,974,146 |
Common Class A [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net (Loss) Income Attributable to Parent | $ 1,139,293 | $ 4,939,514 | $ 362,923 | $ 7,979,317 | ||
Weighted Average Shares Outstanding , Basic | 7,329,761 | 23,000,000 | 15,121,592 | 23,000,000 | ||
Weighted Average Shares Outstanding , Diluted | 7,329,761 | 23,000,000 | 15,121,592 | 23,000,000 | ||
Net (loss) income per share, Basic | $ 0.16 | $ 0.21 | $ 0.02 | $ 0.35 | ||
Net (loss) income per share, Diluted | $ 0.16 | $ 0.21 | $ 0.02 | $ 0.35 | ||
Common Class B [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net (Loss) Income Attributable to Parent | $ 893,744 | $ 1,234,878 | $ 138,002 | $ 1,994,829 | ||
Weighted Average Shares Outstanding , Basic | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Weighted Average Shares Outstanding , Diluted | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ||
Net (loss) income per share, Basic | $ 0.16 | $ 0.21 | $ 0.02 | $ 0.35 | ||
Net (loss) income per share, Diluted | $ 0.16 | $ 0.21 | $ 0.02 | $ 0.35 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule Of Reconciliation Of Ordinary Shares Subject To Possible Redemption (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Remeasurement of Class A ordinary shares to redemption value | $ 0 | $ 4,080,757 | $ 2,316,046 | |
Redemption of Class A ordinary shares | (189,434,603) | |||
Class A ordinary shares subject to possible redemption | $ 49,262,200 | $ 49,262,200 | $ 234,616,046 | $ 232,300,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | ||
Dilutive securities | $ 0 | |
Cash | 41,844 | $ 48,126 |
Cash, FDIC insured amount | 250,000 | |
Unrecognized tax benefits | 0 | 0 |
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | 0 |
Cash equivalents | 0 | 0 |
Assets held in trust account non current | $ 49,362,200 | $ 234,716,046 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||||
Apr. 14, 2023 | Oct. 22, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Public Warrant [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Number of shares issued upon exercise of warrant | 1 | ||||
Exercise price of warrant | $ 11.5 | ||||
IPO [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Proceeds from the sale of Class A ordinary, (Shares) | 20,000,000 | ||||
Share price | $ 10 | ||||
Common stock, Conversion basis | Each Unit consists of one share of Class A ordinary shares and one-half of one Public Warrant. | ||||
IPO [Member] | Public Warrant [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Number of shares included in Unit | 1 | ||||
Initial Public Offering and Over Allotment Option [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Proceeds from the sale of Class A ordinary, (Shares) | 23,000,000 | ||||
Share price | $ 10 | ||||
Anchor Investors Investment [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Proceeds from anchor investors for issuance of units | $ 198.6 | ||||
Offering Of Units per Anchor Investor Percentage | 9.90% | ||||
Anchor Investors Unit Purchases Percentage | 99.30% | ||||
Common Class A [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Exercise price of warrant | $ 11.5 | ||||
Temporary equity, Shares outstanding | 4,718,054 | 4,718,054 | 23,000,000 | ||
Temporary equity stock redeemed during the period shares | 18,281,946 | ||||
Common Class A [Member] | IPO [Member] | |||||
Stockholders' Equity Note [Line Items] | |||||
Number of shares included in Unit | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Nov. 15, 2021 | Oct. 22, 2021 | Oct. 21, 2021 | Sep. 30, 2021 | Sep. 17, 2021 | Mar. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Feb. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 05, 2021 | |
Class of warrant or right issued during period, Warrants | 20,400,000 | |||||||||||||
Debt instrument outstanding | $ 180,361 | $ 180,361 | ||||||||||||
Related party transaction administrative service fee payable maximum threshold limit | $ 160,000 | $ 160,000 | ||||||||||||
Accounts payable | 5,773,862 | 5,773,862 | $ 676,652 | |||||||||||
Private Placement Warrants [Member] | ||||||||||||||
Class of warrant or right issued during period, Warrants | 900,000 | 8,000,000 | 8,900,000 | |||||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | $ 1 | ||||||||||||
Proceeds from Issuance of Private Placement | $ 900,000 | $ 8,000,000 | ||||||||||||
Unsecured promissory note [Member] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 | |||||||||||||
Debt Instrument, Convertible, Warrants issued | 1,500,000 | 1,500,000 | ||||||||||||
Working Capital Loan [Member] | ||||||||||||||
Debt Instrument, Convertible, Warrants issued | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Warrants issued price per warrant | $ 1 | $ 1 | ||||||||||||
Sponsor [Member] | ||||||||||||||
Share price | $ 1 | $ 1 | ||||||||||||
Debt Instrument, Convertible, Warrants issued | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Accrued Liabilities | 20,600 | 20,600 | 30,600 | |||||||||||
Accounts payable | 172,116 | 172,116 | 172,116 | |||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Class of warrant or right issued during period, Warrants | 8,000,000 | |||||||||||||
Related Party [Member] | ||||||||||||||
Notes payable current | 548,413 | 548,413 | 200,000 | |||||||||||
Other liabilities | 222,716 | 222,716 | $ 202,716 | |||||||||||
Related Party [Member] | Administrative Service Fee [Member] | ||||||||||||||
Operating costs and expenses | $ 10,000 | 10,000 | ||||||||||||
Selling general And administrative expense | $ 0 | $ 30,000 | $ 20,000 | $ 30,000 | ||||||||||
Private Placement including Over Allotment Option [Member] | Sponsor [Member] | ||||||||||||||
Class of warrants or rights period upto which transfer is restricted | 30 days | |||||||||||||
Private Placement including Over Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Class of warrant or right issued during period, Warrants | 8,000,000 | |||||||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | $ 1 | |||||||||||||
Proceeds from Issuance of Private Placement | $ 900,000 | |||||||||||||
Class of warrants or rights exercise price per unit | $ 11.5 | $ 11.5 | ||||||||||||
Private Placement including Over Allotment Option [Member] | Sponsor [Member] | Additional Private Placement Warrants [Member] | ||||||||||||||
Proceeds from Issuance of Private Placement | $ 900,000 | |||||||||||||
Class of warrants or rights exercise price per unit | 11.5 | 11.5 | ||||||||||||
Common Class B [Member] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock, Shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | |||||||||||
Founder Shares [Member] | ||||||||||||||
Excess fair value over consideration of the founder shares | $ 8,306,250 | |||||||||||||
Founder Shares [Member] | Ten Anchor Investors [Member] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,250,000 | |||||||||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||||||||
Common stock par or stated value per share | $ 0.001 | $ 0.0001 | $ 0.0001 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,000 | |||||||||||||
Common stock, Shares outstanding | 8,625,000 | |||||||||||||
Stock repurchased during period, Shares | 2,875,000 | |||||||||||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Common stock par or stated value per share | $ 0.005 | $ 0.005 | ||||||||||||
Founder Shares [Member] | Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||||||
Common stock, Other shares, Outstanding | 750,000 | |||||||||||||
Founder Shares [Member] | Common Class B [Member] | Previously Reported [Member] | ||||||||||||||
Common stock, Shares outstanding | 8,625,000 | 5,750,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||||
Nov. 15, 2021 USD ($) $ / shares shares | Oct. 21, 2021 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Feb. 28, 2023 USD ($) | |
Deferred underwriting fee percent on gross proceeds of the IPO | 3.5 | ||||||
Deferred Underwriting Discount | $ 8,050,000 | $ 8,050,000 | |||||
Overallotment option vesting period | 45 days | ||||||
Deferred underwriting fees, Waived | $ 8,050,000 | ||||||
Gain on settlement of underwriting fees | 202,548 | ||||||
Related party transaction administrative service fee payable maximum threshold limit | $ 160,000 | $ 160,000 | |||||
Administrative Service Fee [Member] | Related Party [Member] | |||||||
Selling general And administrative expense | $ 0 | $ 30,000 | 20,000 | $ 30,000 | |||
Operating costs and expenses | $ 10,000 | 10,000 | |||||
Retained Earnings [Member] | |||||||
Adjustment to Retained Earnings, Gain on settlement of underwriting fees | $ 7,847,542 | ||||||
Over-Allotment Option [Member] | |||||||
Stock Issued During Period Shares | shares | 3,000,000 | ||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||
Stock Issued During Period Shares | shares | 3,000,000 | ||||||
Public Warrants [Member] | |||||||
Stock Issued During Period Shares | shares | 1,500,000 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | ||||||
Proceeds from Issuance of Warrants | $ 30,000,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | 6 Months Ended | ||||
Nov. 15, 2021 shares | Oct. 22, 2021 shares | Sep. 30, 2021 shares | Jun. 30, 2023 $ / shares $ / warrant | Dec. 31, 2021 $ / shares | |
Class of warrant or right issued during period, Warrants | shares | 20,400,000 | ||||
Class of warrant or right redemption threshold consecutive trading days | 30 days | 30 days | |||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | 12 months | |||
Number of business day after the closing of the initial Business Combination for registration | 15 days | ||||
Class Of Warrants Redemption Price Per Unit | $ / warrant | 0.1 | ||||
Share Price Equal or Exceeds Ten Rupees per dollar [Member] | |||||
Class Of Warrants Redemption Price Per Unit | $ / warrant | 0.01 | ||||
Common Class A [Member] | |||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | ||||
Common Class A [Member] | Share Price Equal or Less Nine point Two Rupees per dollar [Member] | |||||
Share price | $ 9.2 | ||||
Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||||
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value | 2% | ||||
Common Class A [Member] | Share Price Equal or Exceeds Ten Rupees per dollar [Member] | |||||
Class of Warrant or Right, Exercise Price Adjustment Percentage Higher of Market Value | 115% | ||||
Public Warrants [Member] | |||||
Class of warrant or right issued during period, Warrants | shares | 11,500,000 | ||||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | ||||
Public Warrants [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||||
Share price | $ 18 | ||||
Number Of Consecutive Trading Days For Determining Share Price | 20 days | ||||
Number Of Days Of Notice To Be Given For Redemption Of Warrants | 30 days | ||||
Public Warrants [Member] | Common Class A [Member] | Share Price Equal or Exceeds Eighteen Rupees per dollar [Member] | |||||
Number Of Consecutive Trading Days For Determining Share Price | 10 days | ||||
Private Placement Warrants [Member] | |||||
Class of warrant or right issued during period, Warrants | shares | 900,000 | 8,000,000 | 8,900,000 |
Shareholder's Deficit - Additio
Shareholder's Deficit - Additional Information (Detail) - $ / shares | Jun. 30, 2023 | Apr. 14, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | |||
Percentage of common stock outstanding | 20% | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Shares, Issued | 0 | 0 | |
Common Stock, Shares, Outstanding | 0 | 0 | |
Temporary equity, Shares outstanding | 4,718,054 | 4,718,054 | 23,000,000 |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | |
Common Stock, Shares, Issued | 5,750,000 | 5,750,000 | |
Common Stock, Shares, Outstanding | 5,750,000 | 5,750,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investments, at Fair Value | $ 49,362,200 | $ 234,716,046 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 446,760 | $ 614,040 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 251,850 | $ 346,150 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 194,910 | 267,890 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Public Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 251,850 | 346,150 |
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 251,850 | 346,150 |
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Public Warrants [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 194,910 | 267,890 |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 194,910 | 267,890 |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 | $ 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes in the Fair Value of Derivative Warrant Liabilities (Detail) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at Beginning balance | $ 614,040 |
Change in fair value (gain) | (167,280) |
Fair value as of Ending balance | $ 446,760 |
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Derivative Liability, Noncurrent |
Public Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at Beginning balance | $ 346,150 |
Change in fair value (gain) | (94,300) |
Fair value as of Ending balance | 251,850 |
Private Placement Warrants [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value at Beginning balance | 267,890 |
Change in fair value (gain) | (72,980) |
Fair value as of Ending balance | $ 194,910 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 09, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Transfers in and out of level 3 | $ 0 | $ 0 | |
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants threshold waiting period for public trading | 52 days |