Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2023 shares | |
Document and Entity Information | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Sep. 30, 2023 |
Entity File Number | 001-41865 |
Entity Registrant Name | Global Lights Acquisition Corp |
Entity Incorporation, State or Country Code | E9 |
Entity Tax Identification Number | 00-0000000 |
Entity Address, Address Line One | Room 902, Unit 1, 8th Floor, Building 5 |
Entity Address, Address Line Two | No. 201, Tangli Road |
Entity Address, City or Town | Chaoyang District, Beijing |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 100123 |
City Area Code | +86 |
Local Phone Number | 10-5948-0786 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Shell Company | true |
Entity Common Stock, Shares Outstanding | 8,975,000 |
Entity Central Index Key | 0001897971 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Units, consisting of one Ordinary Share, $0.0001 par value, and one Right to acquire one-sixth of one Ordinary Share | |
Document and Entity Information | |
Title of 12(b) Security | Units, consisting of one Ordinary Share, $0.0001 par value, and one Right to acquire one-sixth of one Ordinary Share |
Trading Symbol | GLACU |
Security Exchange Name | NASDAQ |
Ordinary Shares, par value $0.0001 per share | |
Document and Entity Information | |
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share |
Trading Symbol | GLAC |
Security Exchange Name | NASDAQ |
Rights, each whole right to acquire one-sixth of one Ordinary Share | |
Document and Entity Information | |
Title of 12(b) Security | Rights, each whole right to acquire one-sixth of one Ordinary Share |
Trading Symbol | GLACW |
Security Exchange Name | NASDAQ |
UNAUDITED CONDENSED BALANCE SHE
UNAUDITED CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
ASSETS | |||
Cash | $ 315 | $ 315 | |
Deferred offering costs | 938,139 | 836,340 | |
Total Assets | 938,454 | 836,655 | |
LIABILITIES AND SHAREHOLDER'S DEFICIT | |||
Amount due to related parties | $ 1,001,775 | $ 808,287 | |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related party | Related party | |
Accrued offering costs | $ 81,782 | $ 105,025 | |
Total Current Liabilities | 1,083,557 | 913,312 | |
Commitments | |||
Shareholder's Deficit | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | |||
Ordinary shares, $0.0001 par value, 495,000,000 shares authorized; 1,725,000 shares issued and outstanding (1)(2) | [1],[2] | 173 | 173 |
Share subscription receivable | (173) | (173) | |
Accumulated deficit | (145,103) | (76,657) | |
Total Shareholder's Deficit | [3],[4] | (145,103) | (76,657) |
TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT | $ 938,454 | $ 836,655 | |
[1] Includes an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ full exercise of their over-allotment option on November 16, 2023, no Founder Shares are subject to forfeiture. On November 11, 2022, the Company issued 1,035,000 additional ordinary shares to the sponsor, which are identical to the previously issued 1,840,000 ordinary shares. On June 7, 2023, the Company repurchased and canceled 1,150,000 ordinary shares from the sponsor and off-set the consideration receivable from the sponsor. Total consideration receivable from the sponsor after off-set is $173 . All shares and associated amounts have been retroactively restated to reflect the issuance of these shares (see Note 7). Includes an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ full exercise of their over-allotment option on November 16, 2023, no Founder Shares are currently subject to forfeiture. On November 11, 2022, the Company issued 1,035,000 additional ordinary shares to the sponsor, which are identical to the previously issued 1,840,000 ordinary shares. On June 7, 2023, the Company repurchased and canceled 1,150,000 ordinary shares from the sponsor and off-set the consideration receivable from the sponsor. Total consideration receivable from the sponsor after off-set is $173 . All shares and associated amounts have been retroactively restated to reflect the issuance of these shares (see Note 7). As a result of the underwriters’ full exercise of their over-allotment option on November 16, 2023, no Founder Shares are currently subject to forfeiture. |
UNAUDITED CONDENSED BALANCE S_2
UNAUDITED CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | 9 Months Ended | |||||
Jun. 07, 2023 | Nov. 11, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 02, 2021 | Aug. 23, 2021 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares authorized (in shares) | 495,000,000 | 495,000,000 | ||||
Ordinary shares, shares issued (in shares) | 1,725,000 | 1,725,000 | 840,000 | 1,000,000 | ||
Ordinary shares, shares outstanding (in shares) | 1,725,000 | 1,725,000 | 1,000,000 | |||
Related party | ||||||
Additional shares issued | 1,035,000 | |||||
Number of new shares issued | 1,840,000 | |||||
Number of shares repurchased and cancelled | 1,150,000 | |||||
Value of shares issued net of shares repurchased and cancelled | $ 173 | |||||
Over allotment option | ||||||
Number of new shares issued | 900,000 | |||||
Number of shares subject to forfeiture | 225,000 |
UNAUDITED CONDENSED STATEMENT O
UNAUDITED CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
UNAUDITED CONDENSED STATEMENT OF OPERATIONS | |||||
Formation costs and operating costs | $ 16,575 | $ 68,446 | $ 57,873 | ||
Net Loss | $ (16,575) | $ 0 | $ (68,446) | $ (57,873) | |
Weighted average number of shares outstanding, basic | [1],[2] | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
Weighted average number of shares outstanding, diluted | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |
Basic net loss per ordinary share | $ (0.011) | $ (0.046) | $ (0.039) | ||
Diluted net loss per ordinary share | $ (0.011) | $ (0.046) | $ (0.039) | ||
[1] Includes an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ full exercise of their over-allotment option on November 16, 2023, no Founder Shares are currently subject to forfeiture. On November 11, 2022, the Company issued 1,035,000 additional ordinary shares to the sponsor, which are identical to the previously issued 1,840,000 ordinary shares. On June 7, 2023, the Company repurchased and canceled 1,150,000 ordinary shares from the sponsor and off-set the consideration receivable from the sponsor. Total consideration receivable from the sponsor after off-set is $173 . All shares and associated amounts have been retroactively restated to reflect the issuance of these shares (see Note 7). |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENT OF OPERATIONS (Parenthetical) - USD ($) | 9 Months Ended | ||
Jun. 07, 2023 | Nov. 11, 2022 | Sep. 30, 2023 | |
Related party | |||
Additional shares issued | 1,035,000 | ||
Number of new shares issued | 1,840,000 | ||
Number of shares repurchased and cancelled | 1,150,000 | ||
Value of shares issued net of shares repurchased and cancelled | $ 173 | ||
Over allotment option | |||
Number of new shares issued | 900,000 | ||
Number of shares subject to forfeiture | 225,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT - USD ($) | Ordinary Shares | Share Subscription Receivable | Accumulated Deficit | Total | ||
Beginning balance at Dec. 31, 2021 | [1],[2] | $ 173 | $ (173) | $ (3,380) | $ (3,380) | |
Beginning balance (in Shares) at Dec. 31, 2021 | [1],[2] | 1,725,000 | ||||
Net loss | (57,873) | (57,873) | ||||
Ending balance at Sep. 30, 2022 | [1],[2] | $ 173 | (173) | (61,253) | (61,253) | |
Ending balance (in Shares) at Sep. 30, 2022 | [1],[2] | 1,725,000 | ||||
Beginning balance at Jun. 30, 2022 | [1],[2] | $ 173 | (173) | (61,253) | (61,253) | |
Beginning balance (in Shares) at Jun. 30, 2022 | [1],[2] | 1,725,000 | ||||
Net loss | 0 | 0 | ||||
Ending balance at Sep. 30, 2022 | [1],[2] | $ 173 | (173) | (61,253) | (61,253) | |
Ending balance (in Shares) at Sep. 30, 2022 | [1],[2] | 1,725,000 | ||||
Beginning balance at Dec. 31, 2022 | [1],[2] | $ 173 | (173) | (76,657) | $ (76,657) | |
Beginning balance (in Shares) at Dec. 31, 2022 | 1,725,000 | [1],[2] | 1,725,000 | |||
Net loss | (68,446) | $ (68,446) | ||||
Ending balance at Sep. 30, 2023 | [1],[2] | $ 173 | (173) | (145,103) | $ (145,103) | |
Ending balance (in Shares) at Sep. 30, 2023 | 1,725,000 | [1],[2] | 1,725,000 | |||
Beginning balance at Jun. 30, 2023 | [1],[2] | $ 173 | (173) | (128,528) | $ (128,528) | |
Beginning balance (in Shares) at Jun. 30, 2023 | [1],[2] | 1,725,000 | ||||
Net loss | (16,575) | (16,575) | ||||
Ending balance at Sep. 30, 2023 | [1],[2] | $ 173 | $ (173) | $ (145,103) | $ (145,103) | |
Ending balance (in Shares) at Sep. 30, 2023 | 1,725,000 | [1],[2] | 1,725,000 | |||
[1] Includes an aggregate of up to 225,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. As a result of the underwriters’ full exercise of their over-allotment option on November 16, 2023, no Founder Shares are currently subject to forfeiture. On November 11, 2022, the Company issued 1,035,000 additional ordinary shares to the sponsor, which are identical to the previously issued 1,840,000 ordinary shares. On June 7, 2023, the Company repurchased and canceled 1,150,000 ordinary shares from the sponsor and off-set the consideration receivable from the sponsor. Total consideration receivable from the sponsor after off-set is $173 . All shares and associated amounts have been retroactively restated to reflect the issuance of these shares (see Note 7). As a result of the underwriters’ full exercise of their over-allotment option on November 16, 2023, no Founder Shares are currently subject to forfeiture. |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT (Parenthetical) - USD ($) | 9 Months Ended | ||
Jun. 07, 2023 | Nov. 11, 2022 | Sep. 30, 2023 | |
Related party | |||
Additional shares issued | 1,035,000 | ||
Number of new shares issued | 1,840,000 | ||
Number of shares repurchased and cancelled | 1,150,000 | ||
Value of shares issued net of shares repurchased and cancelled | $ 173 | ||
Over allotment option | |||
Number of new shares issued | 900,000 | ||
Number of shares subject to forfeiture | 225,000 |
UNAUDITED CONDENSED STATEMENT_4
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (16,575) | $ 0 | $ (68,446) | $ (57,873) |
Changes in operating assets and liabilities: | ||||
Amount due to related parties | 68,446 | 58,188 | ||
Net cash provided by operating activities | 315 | |||
Net Change in Cash | 315 | |||
Cash - Beginning | 315 | |||
Cash - Ending | $ 315 | $ 315 | 315 | 315 |
Supplemental disclosure of non-cash activities: | ||||
Deferred offering costs | 101,799 | 99,317 | ||
Offering costs paid by related parties | 125,042 | 223,148 | ||
Accrued offering payable | $ (23,243) | $ (123,831) |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Global Lights Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands on August 23, 2021. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in and around several investment-worthy areas: (1) clean energy; (2) green financing; (3) circular economy; (4) energy technology; (5) low carbon consumption; and (6) carbon capture and storage, or CCS. As of September 30, 2023, the Company had not commenced any operations. All activities for through September 30, 2023 relates to the Company’s formation and the initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Carbon Neutral Holding Inc., a Cayman Islands exempted company (the “Sponsor”). The Company’s registration statement for the Company’s IPO was declared effective by the Securities and Exchange Commission (the “SEC”) on November 13, 2023 (the “Effective Date”). On November 16, 2023, the Company consummated the IPO of 6,900,000 units (the “Public Units”) of the Company, including the full exercise of the over-allotment option of 900,000 Public Units granted to the underwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $69,000,000. Simultaneously with the IPO, the Company sold to its Sponsor 350,000 units at $10.00 per unit (the “Private Units”) in a private placement (the “Private Placement”), generating total gross proceeds of $3,500,000. Each Public Unit consists of one ordinary share (the “Public Shares”), and one right to receive one-sixth of an ordinary share at the closing of the Company’s Business Combination (the “Public Rights”). Each Private Unit consists of one ordinary share (the “Private Shares”) and one right to receive one-sixth Transaction costs amounted to $5,038,858, consisted of $1,380,000 of underwriting fees, $2,415,000 of deferred underwriting fees (payable only upon completion of a Business Combination) and $1,243,858 of other offering costs. As of November 16, 2023, cash of $723,539 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes. The Company has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units subject to funding the Trust Account (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination having an aggregate fair market value of at least 80% of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the “Investment Company Act”). Upon the closing of the IPO, management has agreed that an amount equal to at least $10.05 per Unit sold in the IPO, will be held in a trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. Note 1 — Description of Organization and Business Operations – continued The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (i) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.05 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 of the Financial Accounting Standard Board (FASB), “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against or abstain from voting on the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (the “Initial Shareholders”) have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a partnership, limited partnership, syndicate (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Note 1 — Description of Organization and Business Operations – continued The Company has until 12 months from the closing of the IPO to consummate the initial business combination. In addition, if the Company is unable to consummate the initial business combination by November 16, 2024, the Sponsor (and/or its affiliates or designees) may, but is not obligated to, extend the period of time to consummate a business combination twice by an additional three months each time (up to by May 16,2025 to complete a business combination) (the “Combination Period”), provided that, pursuant to the terms of the Amended and Memorandum and Articles of Association and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on November date that the registration statement filed in connection with the IPO is declared effective by the SEC (“Effective Date”), the only way to extend the time available for the Company to consummate the initial business combination in the absence of a definitive agreement is for the sponsor, upon ten days’ advance notice prior to the applicable deadline, to deposit into the trust account $600,000, or $690,000 if the over-allotment option is exercised in full ($0.10 per share in either case), on or prior to the date of the applicable deadline. The Amended and Restated Memorandum and Articles of Association will require that such an amendment be approved by a majority of not less than two-thirds of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting. The public shareholders will not be afforded an opportunity to vote on the Company’s extension of time to consummate an initial business combination beyond the Combination Period as described above or redeem their shares in connection with such extensions. If the Company is unbale to complete a Business Combination within the Combination Period, it will trigger the automatic winding up, dissolution and liquidation pursuant to the terms of the Company’s Amended and Restated Memorandum and Articles of Association and the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters has agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price of $10.00 per Unit. Note 1 — Description of Organization and Business Operations – continued In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.05 per Public Share, except as to any claims by a third party who executed a valid and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Going Concern Consideration As of September 30, 2023, the Company had cash of $315 and working capital deficit (excluding deferred offering costs) of $ 1,083,242. Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through the net proceeds from the IPO and the Private Placement. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In order to fund working capital deficiencies or 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”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00 per unit (See Note 5). The Company initially has until November 16, 2024 to consummate the initial Business Combination. However, the Company may extend the period of time to consummate a Business Combination two times (up to by May 16, 2025 to complete a Business Combination). If the Company does not complete a Business Combination within the Combination Period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. Accordingly, no vote would be required from the shareholders to commence such a voluntary winding up, dissolution and liquidation. If the Company is unable to consummate the Company’s initial Business Combination within the Combination Period, the Company will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of the Company’s outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account (lesser tax payables and liquidation expenses up to $100,000), and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s Public Shareholders. In the event of dissolution and liquidation, the Company’s Rights will expire and will be worthless. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Note 1 — Description of Organization and Business Operations – continued Risk and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the IPO, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. Additionally, as a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on the Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in thousands of deaths and injuries, and Hamas additionally kidnapped many Israeli civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations in parallel to their continued rocket and terror attacks. The Company cannot currently predict the intensity or duration of Israel’s war against Hamas, nor can predict how this war will ultimately affect the Company’s ability to consummate a Business Combination. In addition, the Company’s ability to consummate a Business Combination may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of these actions and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statement do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SECfor interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited as of December 31, 2022 as part of the prospectus filed on November 14, 2023 with the SEC (File No. 333-274645) (the “IPO Prospectus”). In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31,2023. 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth 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 unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Note 2 — Summary of Significant Accounting Policies – continued 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 cash and cash equivalents of $315 and $315 as of September 30, 2023 and December 31, 2022, respectively. Deferred Offering Costs Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the IPO and that was charged to shareholders’ equity upon the completion of the IPO. As of September 30, 2023 and December 31, 2022, the Company has incurred $938,139 and $836,340 of deferred offering costs, respectively. Ordinary shares subject to possible redemption The Company accounts for its ordinary share subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary share subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary share is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company’s redeemable ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-sixth Note 2 — Summary of Significant Accounting Policies – continued The Company will not Issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of six in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding. For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance. For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statements of operations. As the rights issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the rights are classified as equity. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Note 2 — Summary of Significant Accounting Policies – continued 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Initial Shareholders. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary share and then shares in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2023 and December 31, 2022, the Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 23, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
IPO
IPO | 9 Months Ended |
Sep. 30, 2023 | |
Proposed Public Offering | |
Proposed Public Offering | Note 3 — IPO On November 16, 2023, the Company consummated the IPO of 6,900,000 Public Units, including the full exercise of the over-allotment option of 900,000 Public Units granted to the underwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $69,000,000. Each Public Unit consists of one Public Share, and one Public Rights to receive one-sixth |
Private Placement
Private Placement | 9 Months Ended |
Sep. 30, 2023 | |
Private Placement | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, The Sponsor purchased an aggregate of 350,000 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $3,500,000 in the Private Placement. Each Private Unit consists of one Private Share, and one Private Share to receive one-sixth |
Related Parties Transactions
Related Parties Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Parties Transactions | |
Related Parties Transactions | Note 5 — Related Parties Transactions Founder Shares On November 11, 2022, December 2, 2021 and August 23, 2021, the Company issued an aggregate of 1,035,000, 840,000 and 1,000,000 ordinary shares respectively, to the Sponsor (“Founder Shares”) for an aggregate purchase price of $288. On June 7, 2023, the Company repurchased and canceled 1,150,000 Founder Shares with a consideration of $115 and off-set the consideration receivable from the sponsor. Following which the Sponsor holds 1,725,000 Founder Shares in total and total consideration receivable from the sponsor after the off-set is $173. The Company did not receive payment for the Founder Shares as of September 30, 2023 and the $173 payment due to the Company is recorded as share subscription receivable. The registration statement for the Company’s IPO became effective on November 13, 2023. As a result of the underwriters’ full exercise of their over-allotment option on November 16, 2023, no Founder Shares are currently subject to forfeiture. The Initial Shareholder has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares, (A) with respect to 50% of the Founder Shares, until the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $16.50 per share (as adjusted for share sub-division, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination, (B) with respect to the remaining 50% of the Founder Shares, until six months after the date of the consummation of the Business Combination, or (C) earlier, if, subsequent to the Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note — Related Party On December 23, 2021, the Company’s Sponsor issued an unsecured promissory note (“Promissory Note”) to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. On October 24, 2023, the Company and the Sponsor made an amendment to the principal amount of the promissory note from $300,000 to $950,000. The Promissory Note is non-interest bearing and payable on the earlier of: (i) December 31, 2023 or (ii) the date on which the Company consummates an initial public offering of its securities. There was no outstanding balance of Promissory Note as of September 30, 2023 and December 31, 2022. Administrative Services Agreement The Company intends to enter into an Administrative Services Agreement with the Sponsor on Effective Date pursuant to which the Company will pay a total of $10,000 per month starting from the Effective Date for office space, administrative and support services to such affiliate. Upon completion of a Business Combination or liquidation, the Company will cease paying these monthly fees. Accordingly, in the event that the Business Combination is not consummated until 12 months from the Effective Date, the Sponsor will be paid a total of $120,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses. Note 5 — Related Parties Transactions – continued Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates 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. 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of such Working Capital Loans may be converted into units of the post Business Combination entity at a price of $10.00 per unit. Extension Loan In order to extend the period of time to consummate a Business Combination twice by an additional three months each time, the Sponsor (and/or its designees) must deposit into the Trust Account $690,000 (approximately $0.10 per Public Share) on or prior to the date of the applicable deadline, for each three one Amount Due to Related Parties For the Period from August 23, 2021 (inception) through September 30, 2023, the Company’s related party Moore (Dalian) Technology Co., Ltd (“Moore”), Beijing Huachuan Xingrun Investment Co., Ltd (“Huachuan”) and Miao Zhizhuang made several payments on behalf of the Company. The payments were non-interest bearing and had no due date. No. Names of related parties Relationship 1 Miao Zhizhuang The sole director of the Sponsor of the Company 2 Moore 80% equity interests owned by Miao Zhizhuang’s spouse 3 Huachuan 40% equity interests owned by Miao Zhizhuang Amount due to related parties consisted of the following for the periods indicated: As of September 30, 2023 December 31, 2022 Moore (1) $ 780,228 $ 729,808 Miao Zhuangzhi (2) 211,222 68,154 Huachuan (3) 10,325 10,325 Amounts due to related parties $ 1,001,775 $ 808,287 (1) Moore, a related party of the Company, paid offering costs of $ 420 and $21,908 for the three months ended September 30, 2023, and 2022, and paid $50,420 and $271,010 for the nine months ended September 30, 2023 and 2022. The amount was repaid by the Sponsor on November 9, 2023. Note 5 — Related Parties Transactions – continued (2) Miao Zhizhuang, the sole director of the Sponsor of the Company, paid offering costs of $74,378 and nil for the three months ended September 30, 2023 and 2022 , and paid $143,068 and nil for the nine months ended September 30, 2023 and 2022. The amount was repaid by the Sponsor on November 9, 2023. (3) Huachuan, a related party of the Company, paid offering costs of nil for the three months ended September 30, 2023 and 2022 , and paid nil and $10,325 for the nine months ended September 30, 2023 and 2022. The amount was repaid by the Sponsor on November 9, 2023. Besides, the Company received loan from Huachuan of nil and $315 for the nine months ended September 30, 2023 and 2022, respectively. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2023 | |
Commitments | |
Commitments | Note 6 — Commitments Registration rights The holders of the Founder Shares, Private Placement Units (and all underlying securities), and any shares that may be issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed on the Effective Date. The holders of the majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. The holders of a majority of the Private Placement Units issued in payment of Working Capital Loans made to the Company can elect to exercise these registration rights at any time commencing on the date that the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company has granted the underwriters a 45-day option to purchase up to 900,000 additional Public Units to cover over-allotments, at the IPO price, less the underwriting discounts and commissions. On November 16, 2023, the underwriters fully exercised the over-allotment option to purchase 900,000 Public Units, generating gross proceeds to the Company of $9,000,000. The underwriters were paid a cash underwriting discount of $0.20 per Unit 2.0% of the gross proceeds of the IPO, or $1,380,000. In addition, the underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $2,415,000, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Right of First Refusal The Company shall give the underwriters the right (but not the obligation) of first refusal to act as the sole provider, from the closing of the Business Combination through the eighteen (18) month anniversary thereof, of any arrangement or facility enabling the Company to raise capital through the sale or other distribution of its shares or any other equity-linked securities directly or indirectly (e.g., by sales of immediately registered shares) to the public markets. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Shareholders' Deficit | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference shares — December 31, 2022 no issued outstanding Ordinary shares — outstanding Rights — If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statement was issued. Other than as described in these unaudited condensed financial statements, the Company identified the following subsequent event requiring disclosure in the financial statements. On November 16, 2023, the Company consummated the IPO of 6,900,000 units, including the full exercise of the over-allotment option of 900,000 Public Units granted to the underwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $69,000,000. Simultaneously with the IPO, the Company sold to its Sponsor 350,000 units at $10.00 per unit in a private placement generating total gross proceeds of $3,500,000. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SECfor interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the audited as of December 31, 2022 as part of the prospectus filed on November 14, 2023 with the SEC (File No. 333-274645) (the “IPO Prospectus”). In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the Company’s financial position as of September 30, 2023 and the Company’s results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31,2023. |
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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth 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 unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
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 cash and cash equivalents of $315 and $315 as of September 30, 2023 and December 31, 2022, respectively. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the IPO and that was charged to shareholders’ equity upon the completion of the IPO. As of September 30, 2023 and December 31, 2022, the Company has incurred $938,139 and $836,340 of deferred offering costs, respectively. |
Ordinary shares subject to possible redemption | Ordinary shares subject to possible redemption The Company accounts for its ordinary share subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary share subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary share is classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. The Company’s redeemable ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). |
Rights | Rights Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-sixth The Company will not Issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Cayman Islands law. As a result, the holders of the rights must hold rights in multiples of six in order to receive shares for all of the holders’ rights upon closing of a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. The Company accounts for rights as either equity-classified or liability-classified instruments based on an assessment of the right’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the rights are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the rights meet all of the requirements for equity classification under ASC 815, including whether the rights are indexed to the Company’s own ordinary shares and whether the right holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of right issuance and as of each subsequent quarterly period end date while the rights are outstanding. For issued or modified rights that meet all of the criteria for equity classification, the rights are required to be recorded as a component of equity at the time of issuance. For issued or modified rights that do not meet all the criteria for equity classification, the rights are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the rights are recognized as a non-cash gain or loss on the statements of operations. As the rights issued upon the IPO and private placements meet the criteria for equity classification under ASC 480, therefore, the rights are classified as equity. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Initial Shareholders. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of ordinary share and then shares in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. As of September 30, 2023 and December 31, 2022, the Company has 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on August 23, 2021 (inception). Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Related Parties Transactions (T
Related Parties Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Parties Transactions | |
Schedule of amounts due to related parties | No. Names of related parties Relationship 1 Miao Zhizhuang The sole director of the Sponsor of the Company 2 Moore 80% equity interests owned by Miao Zhizhuang’s spouse 3 Huachuan 40% equity interests owned by Miao Zhizhuang As of September 30, 2023 December 31, 2022 Moore (1) $ 780,228 $ 729,808 Miao Zhuangzhi (2) 211,222 68,154 Huachuan (3) 10,325 10,325 Amounts due to related parties $ 1,001,775 $ 808,287 (1) Moore, a related party of the Company, paid offering costs of $ 420 and $21,908 for the three months ended September 30, 2023, and 2022, and paid $50,420 and $271,010 for the nine months ended September 30, 2023 and 2022. The amount was repaid by the Sponsor on November 9, 2023. (2) Miao Zhizhuang, the sole director of the Sponsor of the Company, paid offering costs of $74,378 and nil for the three months ended September 30, 2023 and 2022 , and paid $143,068 and nil for the nine months ended September 30, 2023 and 2022. The amount was repaid by the Sponsor on November 9, 2023. (3) Huachuan, a related party of the Company, paid offering costs of nil for the three months ended September 30, 2023 and 2022 , and paid nil and $10,325 for the nine months ended September 30, 2023 and 2022. The amount was repaid by the Sponsor on November 9, 2023. Besides, the Company received loan from Huachuan of nil and $315 for the nine months ended September 30, 2023 and 2022, respectively. |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Nov. 16, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations | |||
Number of shares issued per right | 0.1667 | ||
Cash held in trust account | $ 315 | $ 315 | |
Period of extension for business combination each time | 3 months | ||
Number of days trust amount is distributed, in case of liquidation | 2 days | ||
Cash | $ 315 | $ 315 | |
Working capital deficit | $ 1,083,242 | ||
Working Capital Loans | |||
Description of Organization and Business Operations | |||
Price of units | $ 10 | ||
Loan conversion agreement warrant | $ 1,000,000 | ||
Sponsor | |||
Description of Organization and Business Operations | |||
Price of units | $ 10.05 | ||
Cash deposited into Trust account | $ 600,000 | ||
Sponsor | Private placement units | |||
Description of Organization and Business Operations | |||
Number of units sold | 350,000 | ||
Price of units | $ 10 | ||
Total gross proceeds | $ 3,500,000 | ||
IPO | |||
Description of Organization and Business Operations | |||
Number of units sold | 6,900,000 | ||
Price of units | $ 10 | ||
Total gross proceeds | $ 69,000,000 | ||
Number of shares in a unit | 1 | ||
Number of rights in a unit | 1 | ||
Number of shares issued per right | 0.1667 | ||
Transaction costs | $ 5,038,858 | ||
Underwriting fees | 1,380,000 | ||
Deferred underwriting fee | 2,415,000 | ||
Other offering costs | $ 1,243,858 | ||
Cash held in trust account | $ 723,539 | ||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | ||
Share price | $ 10.05 | ||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||
Threshold percentage of public shares subject to redemption without company's prior written consent | 15% | ||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||
Period of extension for business combination each time | 3 months | ||
Threshold business days to provide notice in case of extension of Business Combination | 10 days | ||
Threshold business days for redemption of public shares | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||
IPO | Public units | |||
Description of Organization and Business Operations | |||
Share price | $ 10.05 | ||
IPO | Promissory Note with Related Party | |||
Description of Organization and Business Operations | |||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction company to complete business combination | 50% | ||
IPO | Sponsor | |||
Description of Organization and Business Operations | |||
Threshold business days to provide notice in case of extension of Business Combination | 10 days | ||
IPO | Minimum | |||
Description of Organization and Business Operations | |||
Business combination period | 12 months | ||
Private Placement | Private placement units | |||
Description of Organization and Business Operations | |||
Number of rights in a unit | 1 | ||
Number of shares issued per right | 0.1667 | ||
Over allotment option | |||
Description of Organization and Business Operations | |||
Number of units sold | 900,000 | ||
Price of units | $ 0.20 | ||
Over allotment option | Sponsor | |||
Description of Organization and Business Operations | |||
Price of units | $ 0.10 | ||
Cash deposited into Trust account | $ 690,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Cash and cash equivalents | $ 315 | $ 315 |
Deferred offering costs | $ 938,139 | 836,340 |
Number of shares issued per right | 0.1667 | |
Unrecognized tax benefits | $ 0 | 0 |
Unrecognized tax benefits, penalties and accrued interest | 0 | $ 0 |
Provision for income tax | $ 0 |
IPO (Details)
IPO (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Description of Organization and Business Operations | |
Number of shares issued per right | 0.1667 |
IPO | |
Description of Organization and Business Operations | |
Number of units sold | 6,900,000 |
Price of units | $ / shares | $ 10 |
Total gross proceeds | $ | $ 69,000,000 |
Number of shares in a unit | 1 |
Number of rights in a unit | 1 |
Number of shares issued per right | 0.1667 |
Over allotment option | |
Description of Organization and Business Operations | |
Number of units sold | 900,000 |
Price of units | $ / shares | $ 0.20 |
Private Placement (Details)
Private Placement (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) multiple $ / shares shares | |
Sponsor | |
Private Placement | |
Price of units | $ / shares | $ 10.05 |
Sponsor | Private placement units | |
Private Placement | |
Number of units sold | 350,000 |
Price of units | $ / shares | $ 10 |
Total gross proceeds | $ | $ 3,500,000 |
Over allotment option | |
Private Placement | |
Number of units sold | 900,000 |
Price of units | $ / shares | $ 0.20 |
Over allotment option | Sponsor | |
Private Placement | |
Price of units | $ / shares | $ 0.10 |
Private Placement | Private placement units | |
Private Placement | |
Private Rights, multiples | multiple | 6 |
Number of rights issued per unit | 1 |
Number of ordinary shares issued per right | 0.1667 |
Number of ordinary shares issued per unit | 1 |
Related Parties Transactions -
Related Parties Transactions - Founder Shares (Details) - Sponsor - Founder Shares | 9 Months Ended | ||||
Jun. 07, 2023 USD ($) shares | Nov. 11, 2022 shares | Dec. 02, 2021 shares | Aug. 23, 2021 shares | Sep. 30, 2023 USD ($) D $ / shares shares | |
Related Parties Transactions | |||||
Number of new shares issued | shares | 1,035,000 | 840,000 | 1,000,000 | ||
Aggregate purchase price | $ | $ 288 | ||||
Number of shares repurchased and cancelled | shares | 1,150,000 | ||||
Amount of shares repurchased and cancelled | $ | $ 115 | ||||
Shares held by Sponsor | shares | 1,725,000 | ||||
Value of shares held by Sponsor | $ | $ 173 | ||||
Conditions for Initial Shareholders on 50% of Founder Shares | |||||
Related Parties Transactions | |||||
Restrictions on transfer period of time after business combination completion | 6 months | ||||
Stock price trigger to transfer, assign or sell any shares of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 16.50 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | ||||
Conditions for Initial Shareholders on remaining 50% of Founder Shares | |||||
Related Parties Transactions | |||||
Restrictions on transfer period of time after business combination completion | 6 months |
Related Parties Transactions (D
Related Parties Transactions (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 24, 2023 | Dec. 23, 2021 | |
Related Parties Transactions | |||
Period of extension for business combination each time | 3 months | ||
Moore (Dalian) Technology Co., Ltd | |||
Related Parties Transactions | |||
Equity interest ownership percentage | 80% | ||
Beijing Huachuan Xingrun Investment Co., Ltd | |||
Related Parties Transactions | |||
Equity interest ownership percentage | 40% | ||
Promissory Note with Related Party | |||
Related Parties Transactions | |||
Outstanding balance of related party note | $ 0 | $ 300,000 | |
Promissory Note with Related Party | Minimum | |||
Related Parties Transactions | |||
Outstanding balance of related party note | $ 300,000 | ||
Promissory Note with Related Party | Maximum | |||
Related Parties Transactions | |||
Outstanding balance of related party note | $ 950,000 | ||
Administrative Services Agreement | |||
Related Parties Transactions | |||
Expenses per month | 10,000 | ||
Expenses paid | 120,000 | ||
Working Capital Loans | |||
Related Parties Transactions | |||
Loan conversion agreement into units | $ 1,000,000 | ||
Price of units | $ 10 | ||
Extension Loan | |||
Related Parties Transactions | |||
Cash Deposited Into Trust Account | $ 690,000 | ||
Cash Deposit into Trust Account, Share Price per Public Share | $ 0.10 | ||
Period of extension for business combination each time | 3 months | ||
Number of ordinary shares issued per unit | 1 | ||
Number of rights issued per unit | 1 | ||
Number of ordinary shares issued per right | 0.1667 | ||
Convertible units | $ 10 |
Related Parties Transactions _2
Related Parties Transactions - Schedule of amounts due to related parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 15 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Related Parties Transactions | ||||||
Amount due to related parties | $ 1,001,775 | $ 1,001,775 | $ 1,001,775 | $ 808,287 | ||
Related party | ||||||
Related Parties Transactions | ||||||
Amount due to related parties | 1,001,775 | 1,001,775 | 1,001,775 | 808,287 | ||
Moore | ||||||
Related Parties Transactions | ||||||
Amount due to related parties | 780,228 | 780,228 | 780,228 | 729,808 | ||
Offering costs paid by related parties | 420 | $ 21,908 | 50,420 | $ 271,010 | ||
Miao Zhizhuang | ||||||
Related Parties Transactions | ||||||
Amount due to related parties | 211,222 | 211,222 | 211,222 | 68,154 | ||
Offering costs paid by related parties | 74,378 | 0 | 143,068 | 0 | ||
Huachuan | ||||||
Related Parties Transactions | ||||||
Amount due to related parties | 10,325 | 10,325 | 10,325 | $ 10,325 | ||
Offering costs paid by related parties | 0 | 10,325 | 0 | |||
Loan received from related parties | $ 0 | $ 315 | $ 0 | $ 315 | $ 0 |
Commitments - Additional Inform
Commitments - Additional Information (Details) | 9 Months Ended | |
Nov. 16, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | |
Subsidiary, Sale of Stock [Line Items] | ||
Maximum number of demands for registration of securities | 2 | |
Number of days on options to underwriting | 18 months | |
Over allotment option | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of days on options to underwriting | 45 days | |
Number of new shares issued | shares | 900,000 | |
Price of units | $ / shares | $ 0.20 | |
Over allotment option | Subsequent Events | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of new shares issued | shares | 900,000 | |
Aggregate purchase price | $ | $ 9,000,000 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price of units | $ / shares | $ 10 | |
Percentage of gross proceeds | 2% | |
Underwriting fees | $ | $ 1,380,000 | |
Deferred underwriting fee (in Percent) | 3.50% | |
Deferred underwriting fee | $ | $ 2,415,000 | |
IPO | Subsequent Events | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of new shares issued | shares | 6,900,000 | |
Price of units | $ / shares | $ 10 |
Shareholders' Deficit - Prefere
Shareholders' Deficit - Preference shares (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Shareholders' Deficit | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Jun. 07, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 11, 2022 | Dec. 02, 2021 | Aug. 23, 2021 | |
Class of Stock [Line Items] | ||||||
Ordinary shares, shares authorized (in shares) | 495,000,000 | 495,000,000 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Number of vote per share | one | |||||
Ordinary shares issued | 1,725,000 | 1,725,000 | 840,000 | 1,000,000 | ||
Ordinary shares outstanding | 1,725,000 | 1,725,000 | 1,000,000 | |||
Shares issued | 1,840,000 | |||||
Sponsor | ||||||
Class of Stock [Line Items] | ||||||
Ordinary shares issued | 1,035,000 | 1,000,000 | ||||
Repurchase of common stock | 1,150,000 | |||||
Total consideration receivable | $ 173 | |||||
Shares issued | 1,725,000 | 1,725,000 | ||||
Shares subject to forfeiture | 225,000 | 225,000 | ||||
Aggregated shares issued upon converted basis (in percent) | 20% | 20% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 9 Months Ended | |
Nov. 16, 2023 | Sep. 30, 2023 | |
IPO | ||
Subsequent Event [Line Items] | ||
Share issued price | $ 10 | |
Over allotment option | ||
Subsequent Event [Line Items] | ||
Stock issued (in shares) | 900,000 | |
Share issued price | $ 0.20 | |
Subsequent Events | IPO | ||
Subsequent Event [Line Items] | ||
Stock issued (in shares) | 6,900,000 | |
Share issued price | $ 10 | |
Gross proceeds from issuance of shares | $ 69,000,000 | |
Subsequent Events | IPO | Sponsor | ||
Subsequent Event [Line Items] | ||
Stock issued (in shares) | 350,000 | |
Share issued price | $ 10 | |
Gross proceeds from issuance of shares | $ 3,500,000 | |
Subsequent Events | Over allotment option | ||
Subsequent Event [Line Items] | ||
Stock issued (in shares) | 900,000 |