Date: 1/22/2024
Form: S-4/A - Registration of securities, business combinations
Cover Page |
9 Months Ended |
|---|---|
Sep. 30, 2023 | |
| Document Information [Line Items] | |
| Document Type | S-4/A |
| Entity Incorporation, State or Country Code | DE |
| Entity Registrant Name | Digital World Acquisition Corp. |
| Entity Tax Identification Number | 85-4293042 |
| Entity Address, Address Line One | 3109 Grand Ave |
| Entity Address, City or Town | #450 Miami |
| Entity Address State Or Province | FL |
| Entity Address, Postal Zip Code | 33133 |
| City Area Code | 305 |
| Local Phone Number | 735-1517 |
| Entity Filer Category | Non-accelerated Filer |
| Entity Small Business | true |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
| Entity Central Index Key | 0001849635 |
| Amendment Flag | true |
| Amendment Description | The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. |
| Entity Primary SIC Number | 6770 |
| Business Contact [Member] | |
| Document Information [Line Items] | |
| Entity Address, Address Line One | 3109 Grand Ave |
| Entity Address, City or Town | #450 Miami |
| Entity Address State Or Province | FL |
| Entity Address, Postal Zip Code | 33133 |
| City Area Code | 305 |
| Local Phone Number | 735-1517 |
| Contact Personnel Name | Eric Swider |
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- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Indicates that the company is a Smaller Reporting Company (SRC). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due. This amount is the total of current and noncurrent accrued income taxes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate more than one year from the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Indicates type of related party for liability classified as other and current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Sum of the carrying amounts as of the balance sheet date of amounts paid in advance for expenses which will be charged against earnings in periods after one year or beyond the operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
Sep. 02, 2021 |
|---|---|---|---|---|---|---|---|
| Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
| Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | |
| Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | |
| Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | |||||
| Class A Common Stock | |||||||
| Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
| Common shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |
| Common shares, shares outstanding | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | |
| Temporary equity, shares outstanding | 28,744,342 | 28,744,342 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |
| Temporary equity, redemption price per share | $ 10.66 | $ 10.4 | $ 10.34 | $ 10.2 | $ 10.2 | $ 10.2 | |
| Class A Common Stock Subject to Redemption | |||||||
| Temporary equity, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.0001 | |
| Temporary equity, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |
| Temporary equity, shares outstanding | 28,715,597 | 28,744,342 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |
| Class A Common Stock Not Subject to Redemption | |||||||
| Common shares, shares issued | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | |
| Common shares, shares outstanding | 1,277,234 | 1,277,234 | 1,277,234 | ||||
| Class B Common Stock | |||||||
| Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
| Common shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |
| Common shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
| Common shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
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- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Per share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The maximum number of securities classified as temporary equity that are permitted to be issued by an entity's charter and bylaws. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Formation and operating costs | $ 4,307,852 | $ 2,115,260 | $ 7,899,200 | $ 3,377,588 | $ 8,716,023 | $ 969,195 |
| Legal investigations expense | 11,581,241 | 2,656,763 | 20,639,030 | 7,964,208 | 10,004,519 | 789,183 |
| Franchise tax expense | 50,000 | 50,000 | 232,500 | 150,000 | 200,000 | 200,000 |
| Loss from operation costs | (15,939,093) | (4,822,023) | (28,770,730) | (11,491,796) | (18,920,542) | (1,958,378) |
| Other income and expenses: | ||||||
| Insurance recoveries | 1,046,653 | 0 | 1,046,653 | 0 | ||
| Interest income | 475 | 0 | 475 | 0 | ||
| Interest earned on cash held in Trust Account | 3,599,285 | 1,326,957 | 10,404,747 | 1,752,484 | 4,257,469 | 7,098 |
| Loss before income taxes | (11,292,680) | (3,495,066) | (17,318,855) | (9,739,312) | (14,663,073) | (1,951,280) |
| Income tax expense | (899,687) | (323,645) | (2,687,493) | (357,259) | 979,475 | 0 |
| Net loss | $ (12,192,367) | $ (3,818,711) | $ (20,006,348) | $ (10,096,571) | $ (15,642,548) | $ (1,951,280) |
| Class A Common Stock | ||||||
| Other income and expenses: | ||||||
| Weighted average shares outstanding, basic | 30,000,330 | 30,027,234 | 30,019,049 | 30,027,234 | 30,026,769 | 9,404,134 |
| Weighted average shares outstanding, diluted | 30,000,330 | 30,027,234 | 30,019,049 | 30,027,234 | 30,026,769 | 9,404,134 |
| Net income (loss) per common stock, basic | $ (0.33) | $ (0.1) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) |
| Net income (loss) per common stock, diluted | $ (0.33) | $ (0.1) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) |
| Class B Common Stock | ||||||
| Other income and expenses: | ||||||
| Weighted average shares outstanding, basic | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
| Weighted average shares outstanding, diluted | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
| Net income (loss) per common stock, basic | $ (0.33) | $ (0.1) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) |
| Net income (loss) per common stock, diluted | $ (0.33) | $ (0.1) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) |
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- Definition Amount of franchise tax expense incurred during the period. No definition available.
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- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount recovered from insurance. These recoveries reduce costs and losses that are reported as a separate line item under operating expenses. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of operating interest income, including, but not limited to, amortization and accretion of premiums and discounts on securities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense. No definition available.
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- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Definition Adjustment to fair value of private placement units issued for legal services. No definition available.
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| X | ||||||||||
- Definition Fair value of private placement units issued for legal services. No definition available.
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| X | ||||||||||
- Definition Number of new units issued during the period. No definition available.
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| X | ||||||||||
- Definition Equity impact of the value of new unit issued during the period. No definition available.
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| X | ||||||||||
- Definition A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period. No definition available.
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| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. No definition available.
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| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
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| X | ||||||||||
- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of decrease to net income for accretion of temporary equity to its redemption value to derive net income apportioned to common stockholders. No definition available.
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STATEMENTS OF CHANGES STOCKHOLDERS' DEFICIT (Parenthetical) |
Sep. 02, 2021
shares
|
Jul. 01, 2021 |
|---|---|---|
| Sponsor | ||
| Stock split | 1,437,500 | |
| Common Class B [Member] | ||
| Stock split | 3 | |
| Numbers of shares surrendered for no consideration | 1,437,500 | |
| Common shares, shares issued | 7,187,500 | |
| Common shares, shares outstanding | 7,187,500 | |
| Common Class B [Member] | Sponsor | ||
| Numbers of shares surrendered for no consideration | 1,437,500 |
| X | ||||||||||
- Definition The number of shares surrendered for no consideration. No definition available.
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| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Ratio applied to the conversion of stock split, for example but not limited to, one share converted to two or two shares converted to one. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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STATEMENTS OF CASH FLOWS - USD ($) |
9 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Cash flows from operating activities: | ||||
| Net loss | $ (20,006,348) | $ (10,096,571) | $ (15,642,548) | $ (1,951,280) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Interest earned on cash and marketable securities held in Trust Account | (10,404,747) | (1,752,484) | (4,257,469) | (7,098) |
| Increase (Decrease) in Operating Capital [Abstract] | ||||
| Accrued expenses and income taxes payable | 28,307,260 | 10,224,497 | 17,026,986 | 1,027,926 |
| Income taxes payable | 979,475 | 0 | ||
| Prepaid insurance | 168,350 | 178,255 | 237,673 | (406,023) |
| Franchise tax payable | 232,500 | 150,000 | 200,000 | 200,000 |
| Net cash used in operating activities | (1,702,985) | (1,296,303) | (1,455,883) | (1,136,475) |
| Cash flows from investing activities: | ||||
| Investment of cash in Trust Account | (2,875,000) | (293,250,000) | ||
| Investments withdrawn from trust account for redemptions | 58,916 | |||
| Cash deposited into Trust for extension | 0 | (2,875,000) | ||
| Cash withdrawn from Trust for taxes | 3,232,500 | 0 | ||
| Cash withdrawn from Trust for redemptions | 307,025 | 0 | ||
| Net cash used in investing activities | 3,539,525 | (2,816,084) | (293,250,000) | |
| Cash flows from financing activities: | ||||
| Proceeds from sale of Units | 0 | 287,500,000 | ||
| Proceeds from sale of private placement warrants | 0 | 11,334,840 | ||
| Proceeds from Sponsor note | 500,000 | 2,875,000 | 2,875,000 | 223,557 |
| Repayment of Sponsor note | 0 | (223,557) | ||
| Due from Sponsor | 0 | (1,702,958) | ||
| Payment of due from Sponsor | 0 | 1,702,958 | ||
| Payment of offering costs | 0 | (4,168,028) | ||
| Proceeds from working capital loan | 1,746,333 | 581,700 | 500,835 | 0 |
| Advances - related parties | (491,250) | 387,884 | 625,700 | 22,394 |
| Redemption of shares | (307,025) | 0 | (58,916) | |
| Proceeds from issuance of Class B common stock to Sponsor | 0 | 25,000 | ||
| Net cash provided by financing activities | 1,448,058 | 3,844,584 | 3,942,619 | 294,714,206 |
| Net change in cash | 3,284,598 | (326,719) | (326,742) | 327,731 |
| Cash at beginning of period | 989 | 327,731 | 327,731 | 0 |
| Cash at end of period | 3,285,587 | 1,012 | 989 | 327,731 |
| Non-cash investing and financing activities: | ||||
| Deferred underwriting fee payable | 0 | 10,062,500 | ||
| Remeasurement of Class A common stock | $ 7,484,754 | $ 3,927,323 | $ 5,760,092 | $ 0 |
| X | ||||||||||
- Definition Cash deposited into trust for extension. No definition available.
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| X | ||||||||||
- Definition Cash withdrawn from trust to pay taxes. No definition available.
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| X | ||||||||||
- Definition Amount of underwriting fee payable deferred during the period, classified as non-cash investing and financing activity. No definition available.
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| X | ||||||||||
- Definition The increase (decrease) during the reporting period of franchise tax payable. No definition available.
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| X | ||||||||||
- Definition Investments withdrawn from trust account for redemptions. No definition available.
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| X | ||||||||||
- Definition The cash inflow associated with the amount received from entity's first offering of stock to the public, net of underwriting discounts paid. No definition available.
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- Definition The cash outflow from advancing money to an affiliate. No definition available.
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| X | ||||||||||
- Definition The amount of cash outflow for investment of cash in trust account. No definition available.
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- Definition The cash inflow from the collection of money previously advanced to an entity. No definition available.
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- Definition Proceeds from related party advances . No definition available.
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| X | ||||||||||
- Definition Repayment of shares. No definition available.
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| X | ||||||||||
- Definition Temporary equity accretion to redemption value non cash transaction. No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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- Definition The increase (decrease) during the period in the amount due for taxes based on the reporting entity's earnings or attributable to the entity's income earning process (business presence) within a given jurisdiction. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition Amount of increase (decrease) of consideration paid in advance for insurance that provides economic benefits in future periods. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The cash outflow for cost incurred directly with the issuance of an equity security. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow from a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow associated with the sale of investments that are pledged or subject to withdrawal restrictions during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN |
9 Months Ended | 12 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Dec. 31, 2022 |
|||||||||||||
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||
| DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Digital World Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on December 11, 2020. The Company w as formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on middle-market emerging growth technology-focused companies in the Americas, in the SaaS and Technology or Fintech and Financial Services sector. As of September 30, 2023, the Company had not yet commenced operations. All activity through September 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and the concurrent Private Placement (as defined below). The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The registration statement for the Company’s Initial Public Offering was declared effective on September 2, 2021 (the “Registration Statement”). On September 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $287,500,000, and incurred offering costs of $23,566,497, consisting of deferred underwriting commissions of $10,062,500 (see Note 2), fair value of the representative shares (as defined in Note 6) of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018, and other offering costs of $4,168,029. The Units sold in the Initial Public Offering included Units that were subject to a 45-day option granted to the underwriter to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotment, which was exercised in full in connection with the consummation of the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,133,484 units (the “Placement Units”) at a price of $10.00 per Placement Unit in a private placement (“Private Placement”) to the Company’s sponsor, ARC Global Investments II LLC (the “Sponsor”), generating gross proceeds of $11,334,840, which is described in Note 4. Following the closing of the Initial Public Offering on September 8, 2021, an amount of $293,250,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “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 of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (“Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period (subject to the requirements of applicable law). The Company will provide its stockholders 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination, unless otherwise required by applicable law, regulation or stock exchange rules. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per- share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of the shares of Class A common stock classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) 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 (ii) 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). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor and the Company’s officers and directors have agreed (a) to vote any shares of Class B common stock of the Company (the “Founder Shares”), the shares of Class A common stock included within the Placement Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with the completion of the Business Combination, (c) not to waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period. The Company’s anchor investors have agreed to (1) vote any Founder Shares held by them in favor of the initial Business Combination, (2) waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of the Company’s initial Business Combination, and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. On November 22, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware extending, upon the request of the Sponsor and approval by the Board, the period of time for the Company to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (from September 8, 2022 up to September 8, 2023). On September 8, 2022, the Company issued a promissory note in the aggregate principal amount of $2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial Business Combination from September 8, 2022 to December 8, 2022. On December 19, 2022, the Company announced the second extension of the termination date for the Company’s initial Business Combination from December 8, 2022 from March 8, 2023. On February 28, 2023, the Company announced the third extension of the termination date for the Company’s initial Business Combination from March 8, 2023 to June 8, 2023 . On August 9, 2023, the Company and TMTG entered into the Second Amendment to the Merger Agreement (the “Second Amendment”). Among other changes to governance and financial terms, the Second Amendment extends the Merger Agreement’s “Outside Date” to December 31, 2023, and provides for mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Second Amendment, please see the Company’s current report on Form 8-K filed with the SEC on August 9, 2023 or the Company’s Amendment Number 1 to the Form S-4 Registration Statement filed with the SEC on November 13, 2023. On September 5, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment extending, upon the approval by the Corporation’s board of directors, the date by which the Company has to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the Board (the “Extension Amendment Proposal”). In connection with the Meeting, stockholders holding 28,745 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a 10.68 per share) was removed from the Company’s T rust A ccount to pay such holders. On September 29, 2023, the Company and TMTG entered into the Third Amendment to the Merger Agreement (the “Third Amendment”). The Third Amendment extends the period of time for the parties to complete mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. The Company has until September 8, 2024, to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $ 100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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 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 Sponsor has agreed that it will 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 amounts in the Trust Account to below $10.20 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), 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 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as stated above, the Company has until September 8, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company has incurred and expects to incur significant costs in pursuit of its acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Proposed Business Combination The Company entered into an Agreement and Plan of Merger, dated as of October 20, 2021, as amended on May 11, 2022, on August 9, 2023, and on September 29, 2023, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) with DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), the Sponsor, in the capacity as the representative for certain stockholders of the Company, and TMTG’s General Counsel, in the capacity as the representative for stockholders of TMTG. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into TMTG (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with TMTG continuing as the surviving corporation in the Merger and a wholly- owned subsidiary of the Company. In the Merger, (i) all shares of TMTG common stock (together, “TMTG Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below); (ii) each outstanding option to acquire shares of TMTG Common Stock (whether vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of TMTG Common Stock into the Merger Consideration and (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the Company’s common stock. At the Closing, the Company will change its name to “Trump Media & Technology Group Corp.” The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG Common Stock as of immediately prior to the Effective Time (“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security Holders”) will be an amount equal to $ 875,000,000, subject to adjustments for TMTG’s closing debt, net of cash and unpaid transaction expenses (the “Merger Consideration”), plus the additional contingent right to receive certain earnout shares after the Closing, provided that it shall exclude any additional shares issuable upon conversion of certain TMTG convertible notes. The Merger Consideration to be paid to TMTG Stockholders will be paid solely by the delivery of new shares of the Company’s common stock, with each valued at the price per share at which each share of the Company’s common stock is redeemed or converted pursuant to the redemption by the Company of its public stockholders in connection with the Company’s initial Business Combination, as required by the Company’s Amended and Restated Certificate of Incorporation, by-laws and the Company’s Initial Public Offering prospectus. The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing. As part of the Merger Consideration, the Company will create a new class of common stock (the “High Vote Common Stock”) to be issued to former President Donald J. Trump (“Company Principal”) that will have the same voting, dividend, liquidation and other rights as one share of the Company’s Class A common stock, except that each share of High Vote Common Stock will entitle its holder to a number of votes equal to the greater of (i) one vote and (ii) the number of votes that would cause the aggregate number of shares issued to the Company Principal as consideration in the Merger (excluding any Earnout Shares) to represent 55% of the voting power (to the maximum extent permitted by the rules and regulations of Nasdaq and applicable law, following the reasonable best efforts of the Company to obtain any necessary approvals) of (A) all shares of the Company’s common stock entitled to vote on the election of directors as of immediately following the Closing plus (B) the maximum number of shares of the Company’s common stock issuable upon the conversion of all convertible preferred stock or other convertible securities of the Company (if any) outstanding or with respect to which purchase agreements are in effect at Closing. The shares of High Vote Common Stock will vote together with all other shares of the Company’s common stock on all matters put to a vote of the Company’s stockholders, entitled to vote on the election of directors as of immediately following closing of the merger and all other matters put to a vote of the Company’s stockholders. Each TMTG convertible note that is issued and outstanding immediately prior to the Effective Time will convert immediately prior to the Effective Time into a number of shares of TMTG Common Stock in accordance with the terms of each note. In addition to the Merger Consideration set forth above, the TMTG Stockholders will also have a contingent right to receive up to an additional 40,000,000 shares of the Company’s common stock (the “Earnout Shares”) after the Closing based on the price performance of the Company’s common stock during the three (3) year period following the Closing (the “Earnout Period”). The Earnout Shares shall be earned and payable during the Earnout Period as follows:
If there is a final determination that the TMTG Stockholders are entitled to receive Earnout Shares, then such Earnout Shares will be allocated pro rata amongst the TMTG Stockholders. The number of shares of the Company’s common stock constituting any earnout payment shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing. On December 4, 2021, in support of the Transactions, the Company entered into securities purchase agreements (the “SPAs”) with certain institutional accredited investors (the “PIPE Investors”), pursuant to which the investors agreed to purchase an aggregate of 1,000,000 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), at a purchase price of $1,000 per share of Preferred Stock, for an aggregate commitment of $1,000,000,000 in a private placement (the “PIPE”) to be consummated concurrently with the Transactions. The shares of Preferred Stock have an initial conversion price per share of $ 33.60 and are initially convertible into an aggregate of 29,761,905 shares of common stock. The closing of the PIPE is conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPA. Pursuant to the SPAs, each of the PIPE Investors may terminate its respective SPA, among other things, if the closing of the PIPE has not occurred on or prior to September 20, 2022. Due to certain regulatory conditions, among others, the Company expects that it will not be able to register the underlying the Company’s common shares concurrently with the consummation of the business combination (the “Registration Closing Condition”). As such, unless both the Company and each PIPE Investor waive the Registration Closing Condition the parties are not obligated to consume the PIPE. Furthermore, in connection with the Second Amendment, at the request of TMTG, the Company agreed to use its reasonable best efforts to discuss with the PIPE Investors a reduction or termination of the PIPE. See Note 8 – Subsequent Events. |
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN Digital World Acquisition Corp. (the “Company”) is a blank check company incorporated in the State of Delaware on December 11, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on middle-market emerging growth technology-focused companies in the Americas, in the SaaS and Technology or Fintech and Financial Services sector. As of December 31, 2022, the Company had not yet commenced operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and the search for targets for its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and the concurrent Private Placement (as defined below). The Company has selected December 31 as its fiscal year end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The registration statement for the Company’s Initial Public Offering was declared effective on September 2, 2021 (the “Registration Statement”). On September 8, 2021, the Company consummated the Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000, and incurred offering costs of $ 23,566,497, consisting of deferred underwriting commissions of $ 10,062,500 (see Note 4 ), fair value of the representative shares (as defined in Note 8 ) of $ 1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450, fair value of shares transferred to officers and directors of $ 221,018, and other offering costs of $ 4,168,029. The Units sold in the Initial Public Offering included Units that were subject to a 45-day option granted to the underwriter to purchase up to an additional 3,750,000 Units at the Initial Public Offering price to cover over-allotment, which was exercised in full in connection with the consummation of the Initial Public Offering. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 1,133,484 units (the “Placement Units”) at a price of $ 10.00 per Placement Unit in a private placement (“Private Placement”) to the Company’s sponsor, ARC Global Investments II LLC (the “Sponsor”), generating gross proceeds of $ 11,334,840, which is described in Note 5 . Following the closing of the Initial Public Offering on September 8, 2021, an amount of $ 293,250,000 ($ 10.20per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “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 of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (“Amended and Restated Certificate of Incorporation”) (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of the Public Shares if the Company does not complete its initial Business Combination within the Combination Period (as defined below) or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity and (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an initial Business Combination within the Combination Period (subject to the requirements of applicable law). The Company will provide its stockholders 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 stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination, unless otherwise required by applicable law, regulation or stock exchange rules. If The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per- share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Because of the redemption feature noted above, the shares of Class A common stock are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) 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 (ii) 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). While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001, the Public Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.The Sponsor and the Company’s officers and directors have agreed (a) to vote any shares of Class B common stock of the Company (the “Founder Shares”), the shares of Class A common stock included within the Placement Units (the “Private Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with the completion of the Business Combination, (c) not to waive their redemption rights with respect to any Founder Shares, Private Shares held by them and any Public Shares purchased during or after the Initial Public Offering in connection with a stockholder vote to approve an amendment to the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or certain amendments to its Amended and Restated Certificate of Incorporation prior thereto or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial Business Combination within the Combination Period. The Company’s anchor investors have agreed to (1) vote any Founder Shares held by them in favor of the initial Business Combination, (2) waive their redemption rights with respect to any Founder Shares held by them in connection with the completion of the Company’s initial Business Combination, and (3) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete its initial Business Combination within the Combination Period. On November 22, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware extending, upon the request of the Sponsor and approval by the Board, the period of time for the Company to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (which is from September 8, 2022 up to September 8, 2023). In connection with the special meeting of stockholders, stockholders holding 5,658 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, $ 58,916 (approximately $ 10.41 per share) was removed from the Company’s trust account to pay such holders. On September 8, 2022, the Company issued a promissory note in the aggregate principal amount of $ 2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial Business Combination from September 8, 2022 to December 8, 2022. On December 19, 2022, the Company announced the second extension of the termination date for the Company’s initial Business Combination from December 8, 2022 to March 8, 2023. On February 28, 2023, the Company announced the third extension of the termination date for the Company’s initial Business Combination from March 8, 2023 to June 8, 2023. The Company has until June 8, 2023 (or September 8, 2023, if extended), to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding 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 (net of taxes payable and less interest to pay dissolution expenses up to $ 100,000), 10.45divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission 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 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 Sponsor has agreed that it will 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 amounts in the Trust Account to below $ 10.20 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. 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 (except for the company’s independent registered accounting firm), 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 In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Account Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as stated above, the Company has until June 8, 2023 (or September 8, 2023, if extended) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Additionally, the Company has incurred and expects to incur significant costs in pursuit of its acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. As a result, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Proposed Business Combination The Company entered into an Agreement and Plan of Merger, dated as of October 20, 2021 (as amended by the First Amendment to Agreement and Plan of Merger, dated May 11, 2022, and as it may be further amended or supplemented from time to time, the “Merger Agreement”) with DWAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Trump Media & Technology Group Corp., a Delaware corporation (“TMTG”), the Sponsor, in the capacity as the representative for certain stockholders of the Company, and TMTG’s General Counsel, in the capacity as the representative for stockholders of TMTG. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into TMTG (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with TMTG continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. In the Merger, (i) all shares of TMTG common stock (together, “TMTG Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters rights under Delaware law) will be converted into the right to receive the Merger Consideration (as defined below); (ii) each outstanding option to acquire shares of TMTG common stock (whether vested or unvested) will be assumed by the Company and automatically converted into an option to acquire shares of the Company common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of TMTG common stock into the Merger Consideration and (iii) each outstanding restricted stock unit of TMTG shall be converted into a restricted stock unit relating to shares of the Company’s common stock. At the Closing, the Company will change its name to “Trump Media & Technology Group Corp.” The aggregate merger consideration to be paid pursuant to the Merger Agreement to holders of TMTG common stock as of immediately prior to the Effective Time (“TMTG Stockholders” and, together with the holders of TMTG options and restricted stock units immediately prior to the Effective Time, the “TMTG Security Holders”) will be an amount equal by-laws and the Company’s Initial Public Offering prospectus. The Merger Consideration will be subject to a post-Closing true up 90 days after the Closing. On December shares of common stock. The closing of the PIPE is conditioned on the concurrent closing of the Transactions and other closing conditions as set forth in the SPA. Pursuant to the SPAs, each of the PIPE Investors may terminate its respective SPA, among other things, if the closing of the PIPE has not occurred on or prior to September 20, 2022. As a result, the Company received termination notices from certain PIPE Investors, who originally agreed to purchase up to 251,500 shares of the Company’s Series A Convertible Preferred Stock. |
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- Definition The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| Accounting Changes and Error Corrections [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the financial statements of the Company as of and for the three months ended March 31, 2023, the Company determined that there were errors related to the accounting for certain expenses in the proper period in the previously issued 2022 and 2021 financial statements as well as the unaudited interim financial information for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated. Specifically, there was an improper cutoff of accrued expenses and related party payables at each balance sheet date, resulting in payables not being recorded in the correct period. Consequently, this led to inaccuracies in the reported formation and operating costs in each statement of operations. Furthermore, reclassification adjustments were made for accrued expenses and income tax payables at certain balance sheet dates to improve disclosure and ensure period-to-period comparability. Similar adjustments were applied to formation and operating costs, as well as legal investigation expenses in certain statements of operations, again to enhance disclosure and comparability. Finally, an adjustment was made to the Class A common stock subject to possible redemption as of June 30, 2022, to accurately reflect the impact of interest earned on cash held in the Trust Account, net of the applicable tax expense. The relevant unaudited interim financial information for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 is included in Note 1 0 , Quarterly Financial Information (Unaudited). The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated:
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- References No definition available.
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- Definition The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended | 12 Months Ended |
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Sep. 30, 2023 |
Dec. 31, 2022 |
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| Accounting Policies [Abstract] | ||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (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 SEC for 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 the Company’s management, the unaudited financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. 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 fiscal year ending December 31, 2023 or any future interim period. 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, 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 stockholder 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 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 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. Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. These costs were charged to stockholders’ equity upon the completion of the Initial Public Offering. On September 8, 2021, offering costs in the aggregate of $23,566,497 were charged to stockholders’ equity (consisting of deferred underwriting commission of $10,062,500, fair value of the representative shares of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018, and other cash offering costs of $4,168,029). Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder 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. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2023 or December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants for any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expenses in the current period based on 740-270-25-3 which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was 8% and 9% for the three months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rate was 16% and 4% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three and nine months ended September 30, 2023 and 2022, due to the changes in the valuation allowance in 2022. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. Concentration 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 September 30, 2023, 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 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited balance sheet, primarily due to their short-term nature. 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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for equity treatment in the Company’s financial statements. Recently Issued Accounting Standards 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. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic 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, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. 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 Department”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. 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 in the Company’s ability to complete a Business Combination. |
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regu lations of the Securities and Exchange Commission (the “SEC”). 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, 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 stockholder 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 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 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. Offering Costs Associated with the Initial Public Offering Offering , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450, fair value of shares transferred to officers and directors of $ 221,018, . Class A Common Stock Subject to Possible Redemption As 4 , all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder 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.Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 or December 31, 2021 and no amounts accrued for interest and p enalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income loss per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income loss per common share as the redemption value approximates fair value. The Concentration of Credit Risk Financial Fair Value of Financial Instruments The 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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for equity treatment in the Company’s financial statements. Recently Issued Accounting Standards Management Risks and Uncertainties Management COVID-19 pandemic 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, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On Any Combination. |
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- References No definition available.
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- Definition The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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INITIAL PUBLIC OFFERING |
9 Months Ended | 12 Months Ended |
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Sep. 30, 2023 |
Dec. 31, 2022 |
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| INITIAL PUBLIC OFFERING | ||
| INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On September 8, 2021, the Company consummated its Initial Public Offering of 28,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Each Unit consists of one share of Class A common stock and one -half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7). On September 8, 2021, offering costs in the aggregate of $23,566,497 were charged to stockholders’ equity (consisting of deferred underwriting commission of $10,062,500, fair value of the representative shares of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018, and other cash offering costs of $4,168,029).
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NOTE 4. INITIAL PUBLIC OFFERING On . Each one -half8 ). As of September 8, 2021, the Company incurred offering costs of $ 23,566,497, consisting of deferred underwriting commissions of $ 10,062,500, fair value of the representative shares (as defined in Note 8) of $ 1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450, fair value of shares transferred to officers and directors of $ 221,018, and other offering costs of $ 4,168,029. |
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- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure on information about initial public offering. No definition available.
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PRIVATE PLACEMENT |
9 Months Ended | 12 Months Ended |
|---|---|---|
Sep. 30, 2023 |
Dec. 31, 2022 |
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| PRIVATE PLACEMENT | ||
| PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 1,133,484 Placement Units at a price of $10.00 per Placement Unit (or $11,334,840 in the aggregate). The Sponsor initially transferred $13,203,590 to the Trust Account on September 8, 2021. The excess proceeds ($1,869,110) over the proceeds of the Private Placement were subsequently transferred back to the Company’s operating account and returned to the Sponsor. The proceeds from the sale of the Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Initial Public Offering, except that the Placement Units and their component securities will not be transferable, assignable or salable until 30 days after the consummation of the initial Business Combination except to permitted transferees and are entitled to registration rights. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the warrants included in the Placement Units (the “Placement Warrants”) would then be worthless. |
NOTE 5. PRIVATE PLACEMENT Simultaneously Unit (or $ 11,334,840 in the aggregate). The over the proceeds of the Private Placement were subsequently transferred back to the Company’s operating account and returned to the Sponsor. The 30 days after the consummation of the initial b usiness c ombination except to permitted transferees and are entitled to registration rights. If the Company does not complete a b usiness c ombination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the warrants included in the Placement Units (the “Placement Warrants”) would then be worthless. |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure on information about private placement. No definition available.
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RELATED PARTY TRANSACTIONS |
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Sep. 30, 2023 |
Dec. 31, 2022 |
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| Related Party Transactions [Abstract] | |||||||||||||
| RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Class B Common stock During the year ended December 31, 2021, the Company issued an aggregate of 8,625,000 shares of Class B common stock or Founder Shares to the Sponsor for an aggregate purchase price of $25,000 in cash. On July 2, 2021, the Sponsor transferred 10,000 Founder Shares to its Chief Financial Officer and 7,500 Founder Shares to each of its independent directors. The Company estimated the fair value of these transferred shares to be $221,000. On September 2, 2021, the Sponsor surrendered to the Company an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration, resulting in an aggregate of 7,187,500 shares of Class B common stock issued and outstanding. The number of Founder Shares issued represented 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Units and underlying securities). All shares and associated amounts have been retroactively restated to reflect the surrender of these shares. With certain limited exceptions, the shares of Class B common stock are not transferable, assignable by the Sponsor until the earlier to occur of: (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the Placement Units, Placement Shares, Placement Warrants and the Class A common stock underlying the Placement Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of the initial Business Combination. Administrative Services Arrangement An affiliate of the Sponsor has agreed, commencing from the date when the Company’s Registration Statement was declared effective through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $15,000 per month for these services. The agreement with the Sponsor was terminated on April 5, 2023. $0 and $45,000 of expense was recorded for the three months ended September 30, 2023 and 2022, respectively. $45,000 and $90,000 of expense was recorded for the nine months ended September 30, 2023 and 2022, respectively. $221,000 and $176,000 was unpaid as of September 30, 2023 and December 31, 2022, respectively. On April 5, 2023, Company entered into an Administrative Support Agreement with Renatus LLC (“Renatus”), an advisory group owned by Eric Swider, the Chief Executive Officer and director of the Company, pursuant to which, the Company agrees to pay Renatus a monthly fee of $15,000 for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. $45,000 and $0 of expense was recorded for the three months ended September 30, 2023 and 2022, respectively. $60,000 and $0 of expense was recorded for the nine months ended September Related Party Loans In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required using Digital World Convertible Notes.
In the event that an initial business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Digital World Convertible Notes, but no proceeds held in the Trust Account would be used to repay the Digital World Convertible Notes. In November 2021, the Sponsor committed to provide loans of up to an aggregate of $1,000,000 to the Company through September 8, 2023, in the form of Digital World Convertible Notes. On May 12, 2022, the Company entered into an amendment (the “Amendment to the Insider Letter”) to that certain letter agreement, dated September 2, 2021 (“Insider Letter”), with the Sponsor and the Company’s directors, office rs o r other initial shareholders named therein (the “Insiders”). Pursuant to the Insider Letter, among other matters, the Sponsor and the Insiders agreed in Section 9 thereof, that the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may make up to $30,000,000 loans against Digital World Convertible Notes with a conversion price of $ 10 per Working Capital Units. On September 8, 2022, the Company issued a Digital World Convertible Note with a conversion price of $10 per Working Capital Units with an aggregate principal amount of $2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial business combination from September 8, 2022 to December 8, 2022. As of September 30, 2023 and December 31, 2022, there was $2,875,000 outstanding under this note. On April 21, 2023, the Company issued two Digital World Convertible Notes (one for $ 625,700 and the other for $ 500,000) in the aggregate principal amount of $ 1,125,700 to the Sponsor to pay costs and expenses in connection with completing an initial business combination. As of September 30, 2023, there were $ 1,275,000 outstanding in Digital World Convertible Notes with a conversion price of $ 10 per Working Capital Units (which exceeds the aggregate amount the Sponsor committed to provide). On June 2, 2023, the Company issued a Digital World Convertible Note with a conversion price of $10 per Working Capital Units, with an aggregate principal amount of $2,000,000 to Renatus, of which Eric Swider, Chief Executive Officer and Director of the Company, is a founder and partner and another Digital World Convertible Notes in the aggregate principal amount of $10,000,000 (the “$10 Million Note,” together with the $2 Million Note, the “Renatus Notes”) to Renatus. As of September 30, 2023, $1,205,333 outstanding in Digital World Convertible Note to Renatus. The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Advances – related parties During 2022 and the nine months ended September 30, 2023, the Sponsor paid, on behalf of the Company, $470,835 to a vendor for costs incurred by the Company. As of September 30, 2023 and December 31, 2022, the Company’s obligation to the Sponsor for such payments was outstanding in the amount of $ During 2022, a Board member paid, on behalf of the Company, $100,000 to a vendor for costs incurred by the Company. As of September 30, 2023 and December 31, 2022, the Company’s obligation to the Board Member for such payment was $31,979 and $100,000, respectively. Note payable During 2023 the Company agreed to pay a law firm a fixed amount of $
500,000 for services rendered through December 31, 2023. As of September 30, 2023, the $500,000 was earned and payable and included in Note payable on the balance sheet. On November 20, 2023, the law firm was issued $500,000 in a Digital World Convertible Note with a conversion price of $10 per Working Capital Units. |
NOTE 6. RELATED PARTY TRANSACTIONS Class B Common stock During With 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the results in all of the Company stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the Placement Units, Placement Shares, Placement Warrants and the Class A common stock underlying the Placement Warrants, will not be transferable, assignable or saleable by the Sponsor or its permitted transferees until 30 days after the completion of the initial Business Combination. Administrative Services Arrangement An affiliate of the Sponsor h as agreed, commencing from the date when the Company’s Registration Statement was declared effective through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Sponsor $ per month for these services. $ 180,000 and $ 56,000 of expense was recorded for the year December 31, 2022, and 2021, respectively.$176,000 and $11,000 was unpaid as of December 31, 2022 and 2021, respectively. Related Party Loans In e of t he Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, initially up to $1,500,000 of notes could have been converted upon consummation of a Business Combination into additional units at a price of $10.00 per unit. 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. In November 2021, the Sponsor committed to provide loans of up to an aggregate of $1,000,000 to the Company through September 8, 2023, which loans will be non-interest bearing, unsecured and will be payable upon the consummation of a Business Combination. As of December 31, 2022 and December 31, 2021, there were $ 625,700 and $ 0outstanding under this loan, respectively. See Note 1 for subsequent events related to this note.1 On non-interest bearing loans to the Company to finance transaction costs in connection with the Business Combination and that, at the option of the lender, up to $1,500,000 of such loans may be convertible into units, at a price of $10.00 per unit, upon consummation of the Business Combination. Under the Amendment to the Insider Letter, each of the Sponsor and the Insiders have agreed to revise the terms of the Insider Letter to increase the aggregate principal amount of loans by the Sponsor, its affiliates or our officers and directors that can be converted into units from $1,500,000 to $30,000,000. The securities issuable upon conversion of such loans are subject to stockholder approval at the special meeting of the Company’s stockholders to be held to approve the Business Combination. As of December 31, 2022, no such loans were outstanding. On September 8, 2022, the Company issued a promissory note (the “Note”) in the aggregate principal amount of $2,875,000 to the Sponsor, in connection with the extension of the termination date for the Company’s initial Business Combination from September 8, 2022 to December 8, 2022. The Note bears no interest and isrepayable in full upon the earlier of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective . At the election of the Sponsor and subject to certain conditions, all of the unpaid principal amount of the Note may be converted into units of the Company (the “Conversion Units”) upon consummation of the initial Business Combination with the total Conversion Units so issued equal to: (x) the portion of the principal amount of the Note being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units. As of December 31, 2022, there was $2,875,000 outstanding under this Note. Advances — related parties During 2022, the Sponsor paid, on behalf of the Company, $ 425,835to a vendor for costs incurred by the Company. As of December 31, 2022, the Company’s obligation to the Sponsor for such payment was outstanding. See Note 10 for subsequent events related to this advance. During 2022, a Board member paid, on behalf of the Company, $ 100,000 to a vendor for costs incurred by the Company. As of December 31, 2022, the Company’s obligation to the Board Member for such payment was outstanding. |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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COMMITMENTS AND CONTINGENCIES |
9 Months Ended | 12 Months Ended |
|---|---|---|
Sep. 30, 2023 |
Dec. 31, 2022 |
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| Commitments and Contingencies Disclosure [Abstract] | ||
| COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, the holders of representative shares as well as the holders of the Placement Units (and underlying securities) and any securities issued in payment of Digital World Convertible Notes made to the Company, are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. Underwriting Agreement The underwriters purchased the 3,750,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters are entitled to a cash underwriting discount of: (i) one point twenty-five percent (1.25%) of the gross proceeds of the Initial Public Offering, or $3,593,750, with the underwriters’ over-allotment having been exercised in full; (ii) zero point five percent (0.50%) of the total number of shares of Class A common stock issued in the Initial Public Offering, or 143,750 shares of Class A common stock. In addition, the underwriters are entitled to a deferred underwriting commissions of three point five percent (3.50%) of the gross proceeds of the Initial Public Offering, or $10,062,500 upon closing of the Business Combination. The deferred underwriting commissions will be paid in cash 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 Subject to certain conditions, the Company granted the underwriter, for a period of 24 months after the date of the consummation of the Business Combination, a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for the Company or any of its successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the Registration Statement. Agreement with law firm During 2023 the Company agreed to pay a law firm the greater of incurred if the Company completes the Business Combination. Such fees are subject to a downward adjustment in the event the Business Combination is not consummated. Fees and expenses incurred Legal Matters Except as indicated below, to the knowledge of the Company’s management team, there is no litigation currently pending or contemplated against the Company, or against any of its property. The Company is cooperating with a FINRA inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger Agreement. According to FINRA’s request, the inquiry should not be construed as an indication that FINRA has determined that any violations of Nasdaq rules or federal securities laws have occurred, nor as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities. Settlement in Principle As previously disclosed in the Company’s Form 8-K filed with the SEC on July 3, 2023, the Company was the subject of an investigation (the “Investigation”) by the SEC with respect to certain statements, agreements and the timing thereof included in the Company’s registration statements on Form S-1 (the “Form S-1”) in connection with its IPO and Form S-4 relating to the business combination between the Company and TMTG. On July 3, 2023, the Company reached an agreement in principle (the “Settlement in Principle”) in connection with the Investigation. The Settlement in Principle was subject to approval by the SEC. On July 20, 2023, the SEC approved the Settlement in Principle, announcing settled charges against Digital World and entered a cease-and-desist order (the “Order”) finding that Digital World violated certain antifraud provisions of the Securities Act and the Exchange Act, in connection with Digital World’s IPO filings on Form S-1 and the Form S-4 concerning certain statements, agreements and omissions relating to the timing and discussions Digital World had with TMTG regarding the proposed business combination. In the Order, Digital World agreed (i) that any amended Form S-4 filed by Digital World will be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with TMTG regarding the proposed business combination and (ii) to pay a civil money penalty in an amount of $18 million to the SEC promptly after the closing of any merger or a comparable business combination or transaction, whether with TMTG or any other entity. The Company recorded an expense related to this matter of $ 8 million and $ 18 million for the three months and nine months ended September 30, 2023. Directors’ and Officers’ Insurance Policy The coverage under the D&O policy is $2.5 million in excess of a $5.0 million retention. The Company has submitted a notice of loss related to the above noted DOJ and SEC actions to the insurance company and has begun submitting information to the insurance company. Based on actual payments made to third parties under the D&O policy, the C ompany has reduced its liabilities at September 30, 2023 by $1 million. The Company is subject to litigation, disputes and claims in the normal course of its business. Except as noted above, the Company is not aware of any matters which could be material to the financial statements. Notice of delisting On May 23, 2023, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it had not yet filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 Form 10-Q”) with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. Pursuant to Nasdaq rules, on July 24, 2023, the Company submitted to Nasdaq a plan to regain compliance with the Rule. On August 7, 2023, the Company received a notice from Nasdaq stating that Nasdaq had determined to grant an exception to enable the Company to regain compliance with the Rule and required the Company to file its amended Annual Report on Form 10-K for the year ended December 31, 2022 and its Q1 Form 10-Q, as required by the Rule, on or before November 20, 2023. On October 30, 2023, the Company filed its amended Annual Report on Form 10-K. On November 13, 2023, the Company filed its Q1 Form 10-Q. On August 24, 2023, the Company announced that it received an expected letter from Nasdaq stating that the Company was not in compliance with the Rule because it had not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Second Quarter Form 10-Q”) with the SEC. The Company submitted to Nasdaq an updated compliance plan which required the Company to file its Second Quarter Form 10-Q by November 20, 2023. On November 13, 2023, the Company filed its Second Quarter Form 10-Q. |
NOTE 7. COMMITMENTS AND CONTINGENCIES Registration Rights The well as the holder s of the Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, are entitled to registration rights pursuant to an agreement signed on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Initial Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Initial Public Offering. Underwriting Agreement The The agreement. Right of First Refusal Subject after the date of the consummation of the Business Combination, a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and Legal Matters The Company is cooperating with a FINRA inquiry concerning events (specifically, a review of trading) that preceded the public announcement of the Merger Agreement. According to FINRA’s request, the inquiry should not be construed as an indication that FINRA has determined that any violations of Nasdaq rules or federal securities laws have occurred, nor as a reflection upon the merits of the securities involved or upon any person who effected transactions in such securities. The Company is also cooperating with an SEC investigation, including responding to several document requests and subpoenas from the SEC to the Company and certain of its directors seeking various documents and information regarding, among other things, meetings of the Company’s Board of Directors; communications with and the evaluation of potential targets, including TMTG; communications relating to TMTG; agreements with and payments made to certain advisors; investors, including investor meetings and agreements; the appointment of certain of the Company’s officers and directors; policies and procedures relating to trading; and documents sufficient to identify banking, telephone, and email addresses; the Company’s due diligence regarding TMTG, communications regarding and due diligence of potential targets other than TMTG; and relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering). According to the SEC’s request and subpoena, the investigation does not mean that the SEC has concluded that anyone violated the law or that the SEC has a negative opinion of the Company or any person, entity, or security. Any resolution of the inquiry or investigation, as well as proceedings by the SEC, FINRA, or other governmental or regulatory authorities, could result in the imposition of significant fines, penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it, including restrictions on its activities. See Note 11 – Subsequent Events. The SEC also issued an order of examination pursuant to Section 8(e) of the Securities Act, with respect to the Form S-4 relating to the Transactions with TMTG, and a further subpoena in support thereof. This subpoena seeks additional documents and information with respect to, among other things, communications regarding and due diligence of potential targets other than TMTG, relationships between and among the Company (and/or certain of its officers and directors) and other entities (including the Sponsor) and certain advisors, including the Company’s underwriter and financial advisor in its Initial Public Offering), the holders of ownership interests in the Sponsor, certain elements of the transaction history for equity in the Sponsor, and certain forward-looking information about TMTG referenced in the Form S-4. Any resolution of the investigation could result in the imposition of significant penalties, injunctions, prohibitions on the conduct of the Company’s business, damage to its reputation and other sanctions against it. In addition, the Section 8(e) order of examination of the Form S-4 can be expected to delay effectiveness of the Form S-4, which could materially delay, materially impede, or prevent the consummation of the Transactions. See Note 11 – Subsequent Events. In addition, the Company and each member of its board of directors received grand jury subpoenas seeking certain of the same documents demanded in the above-referenced SEC subpoenas, along with requests relating to the Company’s S-1 filings, communications with or about multiple individuals, and information regarding Rocket One Capital. The Company has been informed that on June 27, 2022, TMTG received a subpoena from the SEC seeking documents relating to, among other things, the Company and other potential counterparties for a business transaction involving TMTG. The Company has also been informed that on June 30, 2022, TMTG was served with a subpoena, issued by a federal grand jury sitting in the Southern District of New York, seeking a subset of the same or similar documents demanded in subpoenas to the Company and its directors. Certain current and former TMTG personnel have also recently received individual grand jury subpoenas. These subpoenas, and the underlying investigations by the SEC and the U.S. Department of Justice, can be expected to delay effectiveness of the Form S-4, which could materially delay, materially impede, or prevent the consummation of the Transactions . Directors’ and Officers’ Insurance Policy The coverage under the D&O policy is $ 2.5 million in excess of a $ 5.0 million retention. The Company has submitted a notice of loss related to the above noted DOJ and SEC actions to the insurance company and has begun submitting information to the insurance company. Due to the early stage of this matter, there can be no assurance that the Company will be successful in recouping costs from the insurance company under its D&O policy. See Note 11 – Subsequent Events. The Company is subject to litigation, disputes and claims in the normal course of its business. Except as noted above, the Company is not aware of any matters which could be material to the financial statements. |
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- References No definition available.
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- Definition The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| STOCKHOLDERS' DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock—The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. On September 8, 2021, the Company issued 143,750 shares of Class A common stock (“representative shares”) to the underwriter. The Company accounts for the representative shares as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity, at an estimated fair value of $1,437,500. At September 30, 2023 and December 31, 2022 , there were 28,715,597 shares of Class A common stock issued and outstanding that are subject to possible redemption, and accordingly, such shares have been classified outside of permanent equity. At September 30, 2023 and December 31, 2022, there were 1,277,234 shares of Class A common stock included in stockholders’ deficit. Class B Common Stock—The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. On September 2, 2021, the Sponsor surrendered an aggregate of 1,437,500 shares of Class B common stock for cancellation for no consideration. At March 31, 2023 and December 31, 2022, there were 7,187,500 shares of Class B common stock issued and outstanding, of which 1,650,000 shares were transferred to qualified institutional buyers. The shares of Class B Common Stock held by the Sponsor, officers and directors of the Company and institutional buyers represent 20% of the issued and outstanding shares after the Initial Public Offering (assuming those initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Placement Shares). Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to certain adjustments. Warrants - The warrants will become exercisable 30 days after the consummation of a Business Combination. The warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the warrants:
If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
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NOTE 8. STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B Common Stock and excluding the Placement Shares). Shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one Warrants liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of Class A common stock issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Once the warrants become exercisable, the Company may redeem the warrants:
If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less effective issue The Private Warrants , as well as an y warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders or their affiliates in payment of Working Capital Loans made to the Company, will be identical to the Public Warrants and may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination and will be entitled to registration rights. |
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- Definition The entire disclosure for equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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TAXES |
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| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| TAXES | NOTE 9. TAXES The Company’s net deferred tax assets are as follows:
Below is breakdown of the income tax provision.
As of December 31, 2022 and 2021, the Company had $ 0 and $192,902 of U.S. federal and state operating loss carryovers that do not expire and are available to offset future taxable income. In assessing the r e alization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2022 and 2021, the change in the valuation allowance was $4,695,494 and $494,552, respectively. A follows:
The effective tax rate differs from the statutory tax rate of 21%
for the year ended December 31, 2022 and 2021, due to the change in the valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction. |
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- Definition The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) |
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| Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | Note 10 — QUARTERLY FINANCIAL INFORMATION (UNAUDITED) As further described in Note 2, the previously reported financial information for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022 have been restated. Relevant restated financial information for the first, second and third quarters of 2022 is included in this Annual Report on Form 10-K/A in the tables that follow. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. See Note 2 for additional information.
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- References No definition available.
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- Definition The entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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SUBSEQUENT EVENTS |
9 Months Ended | 12 Months Ended |
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Sep. 30, 2023 |
Dec. 31, 2022 |
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| Subsequent Events [Abstract] | ||
| SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below. PIPE terminations As of November 20, 2023, the Company had received termination notices from certain PIPE Investors, effectively cancelling approximately $ 474,500,000 of the PIPE. As a result, approximately $ 525,500,000 remain in PIPE commitments. The Company expects to continue to seek the termination of or significantly reduce such remaining PIPE commitments. Legal Matter On October 20, 2023, Robert Lowinger (the “Plaintiff”) filed a complaint against Rocket One Capital, LLC (“Rocket One”), Michael Shvartsman, Bruce Garelick, and the Company in the U.S. District Court for the Southern District of New York. According to the complaint, the Company has been named as a party in the lawsuit because the Plaintiff is seeking relief for the benefit of the Company. In the complaint, the Plaintiff contends that, in 2021, Mr. Garelick and Rocket One were directors of the Company and that they purchased securities of the Company. The Plaintiff further alleges that within a six-month period from the date of their purchases, both Mr. Garelick and Rocket One sold securities in the Company and realized profits from those sales. Additionally, the Plaintiff alleges that Mr. Shvartsman had a financial interest in the profits resulting from Rocket One’s purchases and sales of the Company’s securities. According to the Plaintiff, under Section 16(b) of the Exchange Act (15 U.S.C. §78p(b)), Rocket One, Mr. Shvartsman, and Mr. Garelick are each required to disgorge certain trading profits to the Company. As of the date of this report, the Company has not filed a response to the complaint. The case is Lowinger v. Rocket One Capital, LLC, et al., No. 1:23-cv-9243 (S.D.N.Y. Oct. 20, 2023). Convertible Promissory Notes In November 2023, the Company entered into a total aggregate amount of up to $900,000 in Digital World Convertible Notes with a conversion price of $8.00 per Working Capital Unit. The Company expects to use proceeds received from such notes to pay expenses associated with completing its initial business combination. In November 2023, the Company issued a Digital World Convertible
Not e with a conversion price of $10 per Working Capital Unit for a fixed amount of $500,000 for payment of services rendered through December 31, 2023. See Note 5 “Note payable” above. |
NOTE 11. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subse quent Eve nts”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as noted below. On April 5, 2023, Company entered into an Administrative Support Agreement with Renatus LLC (“Renatus”), an advisory group owned by Eric Swider, the Interim Chief Executive Officer and director of the Company, pursuant to which, the Com p any agrees to pay Renatus a monthly fee of $15,000 for office space, utilities and secretarial and administrative support commencing from April 5, 2023 until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation. On April 21, 2023, the Company issued two promissory notes (one for $ 625,700 and the other for $500,000) in the aggregate principal amount of $ 1,125,700 to the Sponsor to pay costs and expenses in connection with completing a Business Combination. Each of the two notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor and subject to certain conditions, all of the unpaid principal amount of each note may be converted into units of the Company (the “Conversion Units”) immediately prior to the consummation of the Business Combination with the total Conversion Units so issued equal to: (x) the portion of the principal amount of the respective note being converted divided by (y) the conversion price of ten dollars ($ 10.00 ), rounded up to the nearest whole num ber of units. The above promissory note for $625,700 replaces the working capital loan for the same amount. See Note 5. The above promissory note for $500,000 replaces the advance – related party for $425,835. There was no change to the amount outstanding. See Note 5. On June 2, 2023, the Company, issued a promissory note in the aggregate principal amount of $ 2,000,000 (the “$2 Million Note”) to Renatus, of which Eric Swider, Interim Chief Executive Officer and Director of the Company, is a founder and partner and another promissory note in the aggregate principal amount of $ 10,000,000 (the “$10 Million Note,” together with the $2 Million Note, the “Notes”) to Renatus. The proceeds of the Notes will be used to pay costs and expenses in connection with completing the Business Combination. Each of the Notes bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. At the election of Renatus and upon the approval of the Company’s stockholders and the approval of the requisite number of institutional investors, with which the Company entered into certain securities purchase agreements on December 4, 2021, up to the full amounts payable under the Notes may be converted into units of the Company (the “Conversion Units”) at any time on or prior to the applicable maturity date of the Notes with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of the respective Note being converted divided by (y) the conversion price of ten dollars ($ 10.00 ), rounded up to the nearest whole number of units. The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. As of October 24, 2023, approximately $ 1.2 million had been borrowed by the Company. SEC Settlement On July 3, 2023, the Company reached an agreement in principle (the “Settlement in Principle”) in connection with the Investigation. The Settlement in Principle was subject to approval by the SEC. On July 20, 2023, the SEC approved the Settlement in Principle, announcing settled charges against Digital World and entered a cease-and-desist order (the “Order”) finding that Digital World violated certain antifraud provisions of the Securities Act and the Exchange Act, in connection with Digital World’s IPO filings on Form S-1 and the Form S-4 concerning certain statements, agreements and omissions relating to the timing and discussions Digital World had with TMTG regarding the proposed business combination. In the Order, Digital World agreed (i) that any amended Form S-4 filed by Digital World will be materially complete and accurate with respect to certain statements, agreements and omissions relating to the timing and discussions that Digital World had with TMTG regarding the proposed business combination and (ii) to pay a civil money penalty in an amount of $ 18 million to the SEC promptly after the closing of any mer ger or a comparable business combination or transaction, whether with TMTG or any other entity.Notice of delisting On May 23, 2023, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it had not yet filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Q1 Form 10-Q”) with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. Pursuant to Nasdaq rules, on July 24, 2023, the Company submitted to Nasdaq a plan to regain compliance with the Rule. On August 7, 2023, the Company received a notice from Nasdaq stating that Nasdaq has determined to grant an exception to enable the Company to regain compliance with the Rule. The terms of the exception are as follows: on or before November 20, 2023, the Company must file its amended Annual Report on Form 10-K for the year ended December 31, 2022 and its Q1 Form 10-Q, as required by the Rule. In the event the Company does not satisfy the terms of the exception, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel. On August 24, 2023, the Company announced that it received an expected letter from Nasdaq stating that the Company is not in compliance with the Rule because it has not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Second Quarter Form 10-Q”) with the SEC. The Company has submitted to Nasdaq an updated compliance plan. Change in Trust Assets On August 25, 2023, the Company instructed Continental to liquidate the investments held in the trust account and move such cash proceeds to an interest bearing deposit account. As of the date hereof, interest earned on cash held in the trust account is approximately 4.50 % per annum. Amendments to Merger Agreement On August 9, 2023, the Company and TMTG entered into the Second Amendment to the Merger Agreement (the “Second Amendment”). Among other changes to governance and financial terms, the Second Amendment extends the Merger Agreement’s “Outside Date” to December 31, 2023, and provides for mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Second Amendment, please see the Company’s current report on Form 8-K filed with the SEC on August 9, 2023. On September 29, 2023, the Company and TMTG entered into the Third Amendment to the Merger Agreement (the “Third Amendment”). The Third Amendment extends the period of time for the parties to complete mutual supplemental due diligence ahead of the Company’s anticipated filing of an updated registration statement on Form S-4 with the SEC. For further information on the Third Amendment, please see the Company’s current report on Form 8-K filed with the SEC on September 29, 2023. The foregoing references and description of the Second and Third Amendments and the transactions contemplated thereby are not complete and are subject to, and qualified in their entirety by reference to, the actual agreements (as amended), copies of which are filed as Exhibits 10.1 with the Company’s Current Reports on Form 8-K filed on August 9, 2023 and September 29, 2023, respectively. Extension of Date to Complete Business Combination On September 6, 2023, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Extension Amendment”). The Extension Amendment extends, upon the approval by the Corporation’s board of directors, the date by which the Company has to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024) or such earlier date as determined by the Board. PIPE terminations As of October 24, 2023, the Company had received termination notices from PIPE Investors representing approximately $ 191,500,000 of the PIPE. As a result, together with previously reported terminations, approximately $ 467,000,000 of the PIPE has been cancelled. Extension and redemption On September 5, 2023, the Company held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the Extension Amendment extending, upon the approval by the Corporation’s board of directors, the date by which the Company has to consummate an initial business combination up to four times, each by an additional three months, for an aggregate of 12 additional months (i.e. from September 8, 2023 up to September 8, 2024 ) or such earlier date as determined by the Board (the “Extension Amendment Proposal”). In connection with the Meeting, stockholders holding 28,745 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account. As a result, we expect that approximately $ 294,349 (approximately $ 10.24 per share) will be removed from the Company’s trust account to pay such holders, which amount is subject to final adjustments by the trustee. Trust withdrawal for taxes In September 2023, the Company withdrew approximately $ 2.4 million from the Trust to pay taxes. Directors’ and Officers’ Insurance Policy As of October 24, 2023, the insurance company has advanced approximately $ 1.2 million to certain individuals and entities. Legal Matter On October 20, 2023, Robert Lowinger (the “Plaintiff”) filed a complaint against Rocket One Capital, LLC (“Rocket One”), Michael Shvartsman, Bruce Garelick, and the Company in the U.S. District Court for the Southern District of New York. According to the complaint, the Company has been named as a party in the lawsuit because the Plaintiff is seeking relief for the benefit of the Company. In the complaint, the Plaintiff contends that, in 2021, Mr. Garelick and Rocket One were directors of the Company and that they purchased securities of the Company. The Plaintiff further alleges that within a six-month period from the date of their purchases, both Mr. Garelick and Rocket One sold securities in the Company and realized profits from those sales. Additionally, the Plaintiff alleges that Mr. Shvartsman had a financial interest in the profits resulting from Rocket One’s purchases and sales of the Company’s securities. According to the Plaintiff, under Section 16(b) of the Exchange Act (15 U.S.C. §78p(b)), Rocket One, Mr. Shvartsman, and Mr. Garelick are each required to disgorge certain trading profits to the Company. As of the date of this report, the Company has not filed a response to the complaint. The case is Lowinger v. Rocket One Capital, LLC, et al., No. 1:23-cv-9243 |
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| Accounting Policies [Abstract] | ||
| Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (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 SEC for 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 the Company’s management, the unaudited financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2023 and its results of operations and cash flows for the three and nine months ended September 30, 2023. 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 fiscal year ending December 31, 2023 or any future interim period.
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Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regu lations of the Securities and Exchange Commission (the “SEC”). |
| 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, 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 stockholder 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. |
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, 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 stockholder 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 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 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. |
Use of Estimates The preparation of 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 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. |
| Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering. These costs were charged to stockholders’ equity upon the completion of the Initial Public Offering. On September 8, 2021, offering costs in the aggregate of $23,566,497 were charged to stockholders’ equity (consisting of deferred underwriting commission of $10,062,500, fair value of the representative shares of $1,437,500, fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $7,677,450, fair value of shares transferred to officers and directors of $221,018, and other cash offering costs of $4,168,029).
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Offering Costs Associated with the Initial Public Offering Offering , fair value of shares issued to the anchor investors of the Company’s Initial Public Offering of $ 7,677,450, fair value of shares transferred to officers and directors of $ 221,018, . |
| Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder 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.
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Class A Common Stock Subject to Possible Redemption As 4 , all of the 28,750,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder 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. |
| Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2023 or December 31, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant unusual or infrequent. Computing the ETR for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants for any other change in fair value of a complex financial instrument), the timing of any potential Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expenses in the current period based on 740-270-25-3 which states, “if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on ETR. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through September 30, 2023. The Company’s effective tax rate was 8% and 9% for the three months ended September 30, 2023 and 2022, respectively. The Company’s effective tax rate was 16% and 4% for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21.0% for the three and nine months ended September 30, 2023 and 2022, due to the changes in the valuation allowance in 2022.
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Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2022 or December 31, 2021 and no amounts accrued for interest and p enalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. |
| Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income (loss) per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented.
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Net Loss Per Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating income loss per share of common stock. Accretion associated with the redeemable shares of Class A common stock is excluded from income loss per common share as the redemption value approximates fair value. The |
| Concentration of Credit Risk | Concentration 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 September 30, 2023, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
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Concentration of Credit Risk Financial |
| 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 Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited balance sheet, primarily due to their short-term nature.
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Fair Value of Financial Instruments The |
| 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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the unaudited condensed balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for equity treatment in the Company’s financial statements.
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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”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company accounts for the warrants in accordance with the guidance contained in ASC 815-40. The Company has determined that the warrants qualify for equity treatment in the Company’s financial statements. |
| Recently Issued Accounting Standards | Recently Issued Accounting Standards 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.
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Recently Issued Accounting Standards Management |
| Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic 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, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Risks and Uncertainties Management COVID-19 pandemic 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, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
| Inflation Reduction Act of 2022 | 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. 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 Department”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. 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 in the Company’s ability to complete a Business Combination. |
Inflation Reduction Act of 2022 On Any Combination. |
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- Definition Represents the accounting policy on Emerging Growth Company. No definition available.
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- Definition Inflation reduction. No definition available.
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- Definition The disclosure of offering costs associated with the initial public offering. No definition available.
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- Definition The disclosure of accounting policy for temporary equity. No definition available.
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- Definition Disclosure of accounting policy for Unusual or Infrequent Items, or Both (Covid 19 related risk and uncertainty information). No definition available.
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- Definition Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). No definition available.
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- Definition Disclosure of accounting policy for credit risk. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for its derivative instruments and hedging activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for determining the fair value of financial instruments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
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- Definition Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Changes and Error Corrections [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of effect of restatement of financial statements | The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated:
|
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of prior period adjustments to previously issued financial statements including (1) the effect of the correction on each financial statement line item and any per-share amounts affected for each prior period presented (2) the cumulative effect of the change on retained earnings or other appropriate components of equity or net assets in the statement of financial position, as of the beginning of the earliest period presented, and (3) the effect of the prior period adjustments (both gross and net of applicable income tax) on the net income of each prior period presented in the entity's annual report for the year in which the adjustments are made. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
TAXES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Company's Net Deferred Tax Assets | The Company’s net deferred tax assets are as follows:
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| Summary of Income Tax Provision | Below is breakdown of the income tax provision.
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| Summary of Reconciliation of Federal Income Tax Rate | A follows:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Quarterly Financial Data [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Quarterly Disclosure Balance Sheet |
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| Summary of Quarterly Disclosure Income Statement |
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| Summary of Quarterly Disclosure Equity Statement |
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| Summary of Quarterly Disclosure Cash Flow Statement |
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| X | ||||||||||
- Definition Quarterly Disclosure Balance Sheet [Table Text Block]. No definition available.
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| X | ||||||||||
- Definition Quarterly Disclosure Cash Flow Statement [Table Text Block]. No definition available.
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| X | ||||||||||
- Definition Quarterly Disclosure Equity Statement [Table Text Block]. No definition available.
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| X | ||||||||||
- Definition Quarterly Disclosure Income Statement [Table Text Block]. No definition available.
|
| X | ||||||||||
- References No definition available.
|
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN - Additional Information (Details) |
9 Months Ended | 12 Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Sep. 20, 2022
shares
|
Dec. 04, 2021
USD ($)
$ / shares
shares
|
Oct. 20, 2021
USD ($)
$ / shares
shares
|
Sep. 08, 2021
USD ($)
$ / shares
shares
|
Sep. 30, 2023
USD ($)
d
$ / shares
shares
|
Dec. 31, 2022
USD ($)
d
$ / shares
shares
|
Dec. 31, 2021
USD ($)
$ / shares
|
Sep. 08, 2023
USD ($)
$ / shares
shares
|
Jun. 02, 2023
USD ($)
|
Apr. 21, 2023
USD ($)
|
Nov. 22, 2022
USD ($)
$ / shares
shares
|
Sep. 30, 2022
$ / shares
|
Sep. 08, 2022
USD ($)
|
Jun. 30, 2022
$ / shares
|
Mar. 31, 2022
$ / shares
|
|||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Condition for future business combination number of businesses minimum | d | 1 | 1 | |||||||||||||||||
| Payments for investment of cash in Trust Account | $ 2,875,000 | $ 293,250,000 | |||||||||||||||||
| Obligation to redeem Public Shares if entity does not complete a business combination within the combination period (as a percent) | 100.00% | 100.00% | |||||||||||||||||
| Minimum net tangible assets upon consummation of the business combination | $ 5,000,001 | $ 5,000,001 | |||||||||||||||||
| Redemption limit percentage without prior consent | 15 | 15 | |||||||||||||||||
| Minimum net tangible assets required to be maintained upon redemption of public shares | $ 5,000,001 | $ 5,000,001 | |||||||||||||||||
| Redemption period upon closure | 5 days | 5 days | |||||||||||||||||
| Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | |||||||||||||||||
| Stock issued during period, value, new issues | [1],[2] | $ 25,000 | |||||||||||||||||
| Common Class A [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Stock issued during period, Value, Issued for services | $ 1,437,500 | $ 1,437,500 | |||||||||||||||||
| Temporary Equity Shares Subject To Redeption | shares | 5,658 | ||||||||||||||||||
| Amount Withdrawn From Trust Account To Redeem Stockholders | $ 58,916 | ||||||||||||||||||
| Share Price | $ / shares | $ 10.41 | ||||||||||||||||||
| Stock Issued During Period, Shares, Issued for Services | shares | 1,277,234 | 1,277,234 | |||||||||||||||||
| Temporary equity, redemption price per share | $ / shares | $ 10.66 | $ 10.4 | $ 10.2 | $ 10.34 | $ 10.2 | $ 10.2 | |||||||||||||
| Common Class A [Member] | Special Meeting Of Stockholders [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Temporary equity stock shares subject to redemption | shares | 28,745 | ||||||||||||||||||
| Temporary equity redemption value | $ 307,028 | ||||||||||||||||||
| Temporary equity, redemption price per share | $ / shares | $ 10.68 | ||||||||||||||||||
| Earnout Shares [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Number of shares issued | shares | 40,000,000 | ||||||||||||||||||
| Number of Earnout Period | 3 years | ||||||||||||||||||
| DWAC Common Stock [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Common Stock Shares Issued | shares | 15,000,000 | ||||||||||||||||||
| DWAC Common Stock [Member] | Minimum [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Number Of Days Determining The Common Stock Of Trading Days | 20 days | ||||||||||||||||||
| DWAC Common Stock [Member] | Maximum [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Number Of Days Determining The Common Stock Of Trading Days | 30 days | ||||||||||||||||||
| DWAC Common Stock [Member] | Price Per Share of Class Common Stock Equals or Exceeds Twelve Point Five [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Share Price | $ / shares | $ 12.5 | ||||||||||||||||||
| DWAC Common Stock [Member] | Price Per Share of Class Common Stock Equals or Exceeds Fifteen [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Share Price | $ / shares | 15 | ||||||||||||||||||
| DWAC Common Stock [Member] | Price Per Share of Class Common Stock Equals or Exceeds Seventeen Point Five [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Share Price | $ / shares | $ 17.5 | ||||||||||||||||||
| Merger Agreement [Member] | DWAC Common Stock [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Common Stock Shares Issued | shares | 10,000,000 | ||||||||||||||||||
| Note [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Debt instrument face amount | $ 2,000,000 | ||||||||||||||||||
| Initial Public Offering | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Number of units sold | shares | 28,750,000 | ||||||||||||||||||
| Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||||||
| Proceeds from Issuance Initial Public Offering | $ 287,500,000 | ||||||||||||||||||
| Offering costs | 23,566,497 | ||||||||||||||||||
| Deferred underwriting commissions | 10,062,500 | ||||||||||||||||||
| Fair value of the representative shares | 1,437,500 | ||||||||||||||||||
| Other offering costs | 4,168,029 | ||||||||||||||||||
| Payments for investment of cash in Trust Account | $ 293,250,000 | ||||||||||||||||||
| Payments for investment of cash in Trust Account, per unit | $ / shares | $ 10.2 | ||||||||||||||||||
| Stock issued during period, Value, Issued for services | $ 7,677,450 | ||||||||||||||||||
| Share transfer between related parties, Value | $ 221,018 | ||||||||||||||||||
| Assets Remaining for Distribution, Value per Share | $ / shares | $ 10.45 | ||||||||||||||||||
| Over-Allotment Option [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Number of units sold | shares | 3,750,000 | ||||||||||||||||||
| Underwriting option period | 45 days | ||||||||||||||||||
| Merger agreement with TMTG | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Agreed consideration | $ 875,000,000 | ||||||||||||||||||
| True up period after the closing | 90 days | 90 days | |||||||||||||||||
| DWAC Merger Sub Inc [Member] | Earnout Shares [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Business Acquisition, Percentage of Voting Interests Acquired | 55.00% | ||||||||||||||||||
| Sponsor | Note [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Debt instrument face amount | $ 1,125,700 | $ 2,875,000 | |||||||||||||||||
| Sponsor | Initial Public Offering | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Number of units sold | shares | 1,133,484 | ||||||||||||||||||
| Sponsor | Private Placement | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Number of units sold | shares | 1,133,484 | ||||||||||||||||||
| Purchase price, per unit | $ / shares | $ 10 | ||||||||||||||||||
| Gross proceeds from sale of units | $ 11,334,840 | ||||||||||||||||||
| PIPE Investors [Member] | Security Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Preferred stock, convertible, conversion price | $ / shares | $ 33.6 | ||||||||||||||||||
| PIPE Investors [Member] | Security Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Conversion of stock, shares converted | shares | 29,761,905 | ||||||||||||||||||
| PIPE Investors [Member] | Private Placement | Security Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||
| Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||
| Purchase price, per unit | $ / shares | $ 1,000 | ||||||||||||||||||
| Number of shares issued | shares | 1,000,000 | ||||||||||||||||||
| Stock issued during period, value, new issues | $ 1,000,000,000 | ||||||||||||||||||
| Stock Issued During Period, Shares, Issued for Services | shares | 251,500 | ||||||||||||||||||
| |||||||||||||||||||
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- Definition This represents Proceeds from Sale of Units. No definition available.
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- Definition The limit on the percentage of shares which may be redeemed with out prior consent of the reporting entity. No definition available.
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- Definition The period of time in which the reporting entity must redeem shares issued pursuant to the offering. No definition available.
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- Definition Represents the amount of deferred underwriting commissions. No definition available.
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- Definition Share transfer between related parties value. No definition available.
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- Definition Temporary equity shares subject to redeption. No definition available.
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- Definition Temporary equity stock shares subject to redemption. No definition available.
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- Definition Represents the underwriting option period. No definition available.
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- Definition Number of new units issued during the period. No definition available.
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- Definition Percentage of voting equity interests acquired at the acquisition date in the business combination. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Per share conversion price of preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash inflow associated with the amount received from entity's first offering of stock to the public. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
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- Definition Per share or per unit amount of equity securities issued. No definition available.
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- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. No definition available.
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- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
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- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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- Definition Aggregate amount of redemption requirements for each class or type of redeemable stock classified as temporary equity for each of the five years following the latest balance sheet date. The redemption requirement does not constitute an unconditional obligation that will be settled in a variable number of shares constituting a monetary value predominantly indexed to (a) a fixed monetary amount known at inception, (b) an amount inversely correlated with the residual value of the entity, or (c) an amount determined by reference to something other than the fair value of issuer's stock. Does not include mandatorily redeemable stock. The exception is if redemption is required upon liquidation or termination of the reporting entity. No definition available.
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- Definition Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Summary of effect of restatement of financial statements (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
[1],[2] | |||||
| Balance sheet | ||||||||||||||||||
| Accrued expenses | $ 43,674,679 | $ 18,054,912 | $ 10,895,164 | $ 6,581,280 | $ 3,462,561 | $ 6,581,280 | $ 43,674,679 | $ 10,895,164 | $ 18,054,912 | $ 1,027,926 | ||||||||
| Income tax payable | 3,666,968 | 979,475 | 357,259 | 33,614 | 0 | 33,614 | 3,666,968 | 357,259 | 979,475 | 0 | ||||||||
| Related party advance | 34,585 | 525,835 | 410,278 | 143,514 | 82,544 | 143,514 | 34,585 | 410,278 | 525,835 | 22,394 | ||||||||
| Total current liabilities | 53,755,765 | 23,460,922 | 15,469,401 | 710,108 | 4,095,105 | 710,108 | 53,755,765 | 15,469,401 | 23,460,922 | 1,250,320 | ||||||||
| Total liabilities | 63,818,265 | 33,523,422 | 25,531,901 | 17,572,608 | 14,157,605 | 17,572,608 | 63,818,265 | 25,531,901 | 33,523,422 | 11,312,820 | ||||||||
| Class A common stock subject to possible redemption | 306,128,902 | 298,951,176 | 306,128,902 | 298,951,176 | 293,250,000 | |||||||||||||
| Accumulated deficit | (59,466,556) | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (16,949,685) | (59,466,556) | (24,596,708) | (31,975,454) | (10,572,814) | ||||||||
| Total Stockholders' Deficit | (59,465,710) | $ (44,209,745) | $ (32,865,687) | (31,974,608) | (24,595,862) | (16,948,839) | (13,732,879) | (16,948,839) | (59,465,710) | (24,595,862) | (31,974,608) | (10,571,968) | ||||||
| Statement of Operations | ||||||||||||||||||
| Legal investigations costs | 11,581,241 | 2,656,763 | 2,564,737 | 2,742,708 | 5,307,445 | 20,639,030 | 7,964,208 | 10,004,519 | 789,183 | |||||||||
| Formation and operating costs | 4,307,852 | 2,115,260 | 864,594 | 397,734 | 1,262,328 | 7,899,200 | 3,377,588 | 8,716,023 | 969,195 | |||||||||
| Franchise tax | 50,000 | 50,000 | 50,000 | 50,000 | 100,000 | 232,500 | 150,000 | 200,000 | 200,000 | |||||||||
| Loss from operation costs | (15,939,093) | (4,822,023) | 3,479,331 | (3,190,442) | 6,669,773 | (28,770,730) | (11,491,796) | (18,920,542) | (1,958,378) | |||||||||
| Loss before income taxes | (11,292,680) | (3,495,066) | (3,083,335) | (3,160,911) | (6,244,246) | (17,318,855) | (9,739,312) | (14,663,073) | (1,951,280) | |||||||||
| Income tax expense | 899,687 | 323,645 | 33,614 | 0 | 33,614 | 2,687,493 | 357,259 | (979,475) | 0 | |||||||||
| Net loss | (12,192,367) | (9,093,767) | 1,279,786 | (3,818,711) | (3,116,949) | (3,160,911) | (6,277,860) | (20,006,348) | (10,096,571) | (15,642,548) | (1,951,280) | |||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||
| Net loss | (12,192,367) | (9,093,767) | 1,279,786 | (3,818,711) | (3,116,949) | (3,160,911) | (6,277,860) | (20,006,348) | (10,096,571) | (15,642,548) | (1,951,280) | |||||||
| Remeasurement of Class A common stock to redemption value | (2,649,598) | (2,664,291) | (2,170,865) | (3,828,312) | (99,011) | (5,760,092) | (19,980,528) | |||||||||||
| Total accumulated deficit | (59,466,556) | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (16,949,685) | (59,466,556) | (24,596,708) | (31,975,454) | (10,572,814) | ||||||||
| Total Stockholders' Deficit | (59,465,710) | (44,209,745) | (32,865,687) | (31,974,608) | (24,595,862) | (16,948,839) | (13,732,879) | (16,948,839) | (59,465,710) | (24,595,862) | (31,974,608) | (10,571,968) | ||||||
| Statement of Cash Flows | ||||||||||||||||||
| Net loss | (3,160,911) | (20,006,348) | (10,096,571) | (15,642,548) | (1,951,280) | |||||||||||||
| Accrued expenses | 2,434,635 | 28,307,260 | 10,224,497 | 17,026,986 | 1,027,926 | |||||||||||||
| Net cash used in operating activities | (646,388) | (1,702,985) | (1,296,303) | (1,455,883) | (1,136,475) | |||||||||||||
| Related party advance | 60,150 | (491,250) | 387,884 | 625,700 | 22,394 | |||||||||||||
| Net cash provided by financing activities | 360,150 | 1,448,058 | 3,844,584 | 3,942,619 | 294,714,206 | |||||||||||||
| Accumulated Deficit | ||||||||||||||||||
| Balance sheet | ||||||||||||||||||
| Total Stockholders' Deficit | (59,466,556) | (44,210,591) | (32,866,533) | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (16,949,685) | (59,466,556) | (24,596,708) | (31,975,454) | (10,572,814) | $ 0 | |||||
| Statement of Operations | ||||||||||||||||||
| Net loss | (12,192,367) | (9,093,767) | 1,279,786 | (3,818,711) | (3,116,949) | (3,160,911) | (15,642,548) | (1,951,280) | ||||||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||
| Net loss | (12,192,367) | (9,093,767) | 1,279,786 | (3,818,711) | (3,116,949) | (3,160,911) | (15,642,548) | (1,951,280) | ||||||||||
| Remeasurement of Class A common stock to redemption value | (2,649,598) | (2,664,291) | (2,170,865) | (3,828,312) | (99,011) | (5,760,092) | (7,184,020) | |||||||||||
| Total Stockholders' Deficit | $ (59,466,556) | $ (44,210,591) | $ (32,866,533) | (31,975,454) | $ (24,596,708) | $ (16,949,685) | $ (13,733,725) | $ (16,949,685) | $ (59,466,556) | $ (24,596,708) | $ (31,975,454) | $ (10,572,814) | $ 0 | |||||
| Common Class A [Member] | ||||||||||||||||||
| Statement of Operations | ||||||||||||||||||
| Earnings Per Share, Basic | $ (0.33) | $ (0.1) | $ (0.08) | $ (0.08) | $ (0.17) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) | |||||||||
| Earnings Per Share, Diluted | (0.33) | (0.1) | (0.08) | (0.08) | (0.17) | (0.54) | (0.27) | (0.42) | (0.12) | |||||||||
| Common Class B [Member] | ||||||||||||||||||
| Statement of Operations | ||||||||||||||||||
| Earnings Per Share, Basic | (0.33) | (0.1) | (0.08) | (0.08) | (0.17) | (0.54) | (0.27) | (0.42) | (0.12) | |||||||||
| Earnings Per Share, Diluted | $ (0.33) | $ (0.1) | $ (0.08) | $ (0.08) | $ (0.17) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) | |||||||||
| Previously Reported [Member] | ||||||||||||||||||
| Balance sheet | ||||||||||||||||||
| Accrued expenses | 17,166,842 | $ 11,022,242 | $ 6,139,538 | $ 1,701,798 | $ 6,139,538 | $ 11,022,242 | $ 17,166,842 | $ 483,535 | ||||||||||
| Income tax payable | 979,475 | 0 | 0 | 0 | 0 | 979,475 | ||||||||||||
| Related party advance | 425,835 | 425,835 | ||||||||||||||||
| Total current liabilities | 22,472,852 | 14,828,942 | 6,891,239 | 2,251,798 | 6,891,239 | 14,828,942 | 22,472,852 | 683,535 | ||||||||||
| Total liabilities | 32,535,352 | 24,891,442 | 16,953,739 | 12,314,298 | 16,953,739 | 24,891,442 | 32,535,352 | 10,746,035 | ||||||||||
| Class A common stock subject to possible redemption | 293,282,625 | 293,282,625 | ||||||||||||||||
| Accumulated deficit | (30,987,384) | (23,956,249) | (16,264,430) | (11,890,418) | (16,264,430) | (23,956,249) | (30,987,384) | (10,006,029) | ||||||||||
| Total Stockholders' Deficit | (30,986,538) | (23,955,403) | (16,263,584) | (11,889,572) | (16,263,584) | (23,955,403) | (30,986,538) | (10,005,183) | ||||||||||
| Statement of Operations | ||||||||||||||||||
| Formation and operating costs | 4,751,532 | 4,652,670 | 1,863,920 | 6,516,590 | 11,268,122 | 18,299,257 | 1,191,593 | |||||||||||
| Franchise tax | 100,000 | 200,000 | ||||||||||||||||
| Loss from operation costs | (4,801,532) | (4,702,670) | (1,913,920) | (6,616,590) | (11,418,122) | (18,499,257) | (1,391,593) | |||||||||||
| Loss before income taxes | (3,474,575) | (4,306,674) | (6,191,063) | (9,665,638) | (14,241,788) | |||||||||||||
| Income tax expense | (322,546) | (34,713) | (34,713) | |||||||||||||||
| Net loss | (3,797,121) | (4,342,387) | (1,884,389) | (6,225,776) | (10,022,897) | (15,221,263) | (1,384,495) | |||||||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||
| Net loss | (3,797,121) | (4,342,387) | (1,884,389) | (6,225,776) | (10,022,897) | (15,221,263) | (1,384,495) | |||||||||||
| Remeasurement of Class A common stock to redemption value | (32,625) | |||||||||||||||||
| Total accumulated deficit | (30,987,384) | (23,956,249) | (16,264,430) | (11,890,418) | (16,264,430) | (23,956,249) | (30,987,384) | (10,006,029) | ||||||||||
| Total Stockholders' Deficit | (30,986,538) | (23,955,403) | (16,263,584) | (11,889,572) | (16,263,584) | (23,955,403) | (30,986,538) | (10,005,183) | ||||||||||
| Statement of Cash Flows | ||||||||||||||||||
| Net loss | (1,884,389) | (6,225,776) | (10,022,897) | (15,221,263) | (1,384,495) | |||||||||||||
| Accrued expenses | 1,218,263 | 5,656,004 | 10,538,707 | 16,605,701 | 483,535 | |||||||||||||
| Net cash used in operating activities | (586,239) | (776,463) | (908,419) | (1,114,081) | ||||||||||||||
| Related party advance | 425,835 | |||||||||||||||||
| Net cash provided by financing activities | 300,000 | 451,700 | 3,456,700 | 3,867,619 | 294,691,812 | |||||||||||||
| Previously Reported [Member] | Accumulated Deficit | ||||||||||||||||||
| Balance sheet | ||||||||||||||||||
| Accumulated deficit | (30,987,384) | (23,956,249) | (16,264,430) | (11,890,418) | (16,264,430) | (23,956,249) | (30,987,384) | (10,006,209) | ||||||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||
| Total accumulated deficit | (30,987,384) | $ (23,956,249) | $ (16,264,430) | $ (11,890,418) | $ (16,264,430) | $ (23,956,249) | $ (30,987,384) | $ (10,006,209) | ||||||||||
| Previously Reported [Member] | Common Class A [Member] | ||||||||||||||||||
| Statement of Operations | ||||||||||||||||||
| Earnings Per Share, Basic | $ (0.1) | $ (0.12) | $ (0.05) | $ (0.17) | $ (0.27) | $ (0.41) | $ (0.08) | |||||||||||
| Earnings Per Share, Diluted | (0.1) | (0.12) | (0.05) | (0.17) | (0.27) | (0.41) | (0.08) | |||||||||||
| Previously Reported [Member] | Common Class B [Member] | ||||||||||||||||||
| Statement of Operations | ||||||||||||||||||
| Earnings Per Share, Basic | (0.1) | (0.12) | (0.05) | (0.17) | (0.27) | (0.41) | (0.08) | |||||||||||
| Earnings Per Share, Diluted | $ (0.1) | $ (0.12) | $ (0.05) | $ (0.17) | $ (0.27) | $ (0.41) | $ (0.08) | |||||||||||
| Revision of Prior Period, Adjustment [Member] | ||||||||||||||||||
| Balance sheet | ||||||||||||||||||
| Accrued expenses | 888,070 | $ (127,078) | $ 441,742 | $ 1,760,763 | $ 441,742 | $ (127,078) | $ 888,070 | $ 544,391 | ||||||||||
| Income tax payable | 357,259 | 33,614 | 33,614 | 357,259 | ||||||||||||||
| Related party advance | 100,000 | 410,278 | 143,514 | 82,544 | 143,514 | 410,278 | 100,000 | 22,394 | ||||||||||
| Total current liabilities | 988,070 | 640,459 | 618,869 | 1,843,307 | 618,869 | 640,459 | 988,070 | 566,785 | ||||||||||
| Total liabilities | 988,070 | 640,459 | 618,869 | 1,843,307 | 618,869 | 640,459 | 988,070 | 566,785 | ||||||||||
| Class A common stock subject to possible redemption | 66,386 | 66,386 | ||||||||||||||||
| Accumulated deficit | (988,070) | (640,459) | (685,255) | (1,843,307) | (685,255) | (640,459) | (988,070) | (566,785) | ||||||||||
| Total Stockholders' Deficit | (988,070) | (640,459) | (685,255) | (1,843,307) | (685,255) | (640,459) | (988,070) | (566,785) | ||||||||||
| Statement of Operations | ||||||||||||||||||
| Legal investigations costs | 2,656,763 | 2,564,737 | 2,742,708 | 5,307,445 | 7,964,208 | 10,004,519 | ||||||||||||
| Formation and operating costs | (2,636,272) | (3,788,076) | (1,466,186) | (5,254,262) | (7,890,534) | (9,583,234) | 566,785 | |||||||||||
| Loss from operation costs | (20,491) | 1,223,339 | (1,276,522) | (53,183) | (73,674) | (421,285) | (566,785) | |||||||||||
| Loss before income taxes | (20,491) | 1,223,339 | (53,183) | (73,674) | (421,285) | |||||||||||||
| Income tax expense | (1,099) | 1,099 | 1,099 | |||||||||||||||
| Net loss | (21,590) | 1,225,438 | (1,276,522) | (52,084) | (73,674) | (421,285) | (566,785) | |||||||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||
| Net loss | (21,590) | 1,225,438 | (1,276,522) | (52,084) | (73,674) | (421,285) | (566,785) | |||||||||||
| Remeasurement of Class A common stock to redemption value | (66,386) | |||||||||||||||||
| Total accumulated deficit | (988,070) | (640,459) | (685,255) | (1,843,307) | (685,255) | (640,459) | (988,070) | (566,785) | ||||||||||
| Total Stockholders' Deficit | (988,070) | (640,459) | (685,255) | (1,843,307) | (685,255) | (640,459) | (988,070) | (566,785) | ||||||||||
| Statement of Cash Flows | ||||||||||||||||||
| Net loss | (1,276,522) | (52,084) | (73,674) | (421,285) | (566,785) | |||||||||||||
| Accrued expenses | 1,216,372 | (102,650) | (671,469) | 421,285 | 544,391 | |||||||||||||
| Income tax payable | 33,614 | 357,259 | ||||||||||||||||
| Net cash used in operating activities | (60,149) | (121,119) | (387,884) | (22,394) | ||||||||||||||
| Related party advance | 60,150 | 121,120 | 387,884 | 77,606 | 22,394 | |||||||||||||
| Net cash provided by financing activities | 60,150 | 121,120 | 387,884 | 77,606 | 22,394 | |||||||||||||
| Revision of Prior Period, Adjustment [Member] | Accumulated Deficit | ||||||||||||||||||
| Balance sheet | ||||||||||||||||||
| Accumulated deficit | (988,070) | (640,459) | (685,255) | (1,843,307) | (685,255) | (640,459) | (988,070) | (566,605) | ||||||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||
| Total accumulated deficit | (988,070) | $ (640,459) | $ (685,255) | $ (1,843,307) | $ (685,255) | $ (640,459) | $ (988,070) | $ (566,605) | ||||||||||
| Revision of Prior Period, Adjustment [Member] | Common Class A [Member] | ||||||||||||||||||
| Statement of Operations | ||||||||||||||||||
| Earnings Per Share, Basic | $ 0 | $ 0.04 | $ (0.03) | $ (0) | $ 0 | $ (0.01) | $ (0.04) | |||||||||||
| Earnings Per Share, Diluted | 0 | 0.04 | (0.03) | 0 | 0 | (0.01) | (0.04) | |||||||||||
| Revision of Prior Period, Adjustment [Member] | Common Class B [Member] | ||||||||||||||||||
| Statement of Operations | ||||||||||||||||||
| Earnings Per Share, Basic | 0 | 0.04 | (0.03) | (0) | 0 | (0.01) | (0.04) | |||||||||||
| Earnings Per Share, Diluted | $ 0 | $ 0.04 | $ (0.03) | $ 0 | $ 0 | $ (0.01) | $ (0.04) | |||||||||||
| As Restated [Member] | ||||||||||||||||||
| Balance sheet | ||||||||||||||||||
| Accrued expenses | 18,054,912 | $ 10,895,164 | $ 6,581,280 | $ 3,462,561 | $ 6,581,280 | $ 10,895,164 | $ 18,054,912 | $ 1,027,926 | ||||||||||
| Income tax payable | 979,475 | 357,259 | 33,614 | 33,614 | 357,259 | 979,475 | ||||||||||||
| Related party advance | 525,835 | 410,278 | 143,514 | 82,544 | 143,514 | 410,278 | 525,835 | 22,394 | ||||||||||
| Total current liabilities | 23,460,922 | 15,469,401 | 7,510,108 | 4,095,105 | 7,510,108 | 15,469,401 | 23,460,922 | 1,250,320 | ||||||||||
| Total liabilities | 33,523,422 | 25,531,901 | 17,572,608 | 14,157,605 | 17,572,608 | 25,531,901 | 33,523,422 | 11,312,820 | ||||||||||
| Class A common stock subject to possible redemption | 293,349,011 | 293,349,011 | ||||||||||||||||
| Accumulated deficit | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (16,949,685) | (24,596,708) | (31,975,454) | (10,572,814) | ||||||||||
| Total Stockholders' Deficit | (31,974,608) | (24,595,862) | (16,948,839) | (13,732,879) | (16,948,839) | (24,595,862) | (31,974,608) | (10,571,968) | ||||||||||
| Statement of Operations | ||||||||||||||||||
| Legal investigations costs | 2,656,763 | 2,564,737 | 2,742,708 | 5,307,445 | 7,964,208 | 10,004,519 | ||||||||||||
| Formation and operating costs | 2,115,260 | 864,594 | 397,734 | 1,262,328 | 3,377,588 | 8,716,023 | 1,758,378 | |||||||||||
| Franchise tax | 100,000 | 200,000 | ||||||||||||||||
| Loss from operation costs | (4,822,023) | (3,479,331) | (3,190,442) | (6,669,773) | (11,491,796) | (18,920,542) | (1,958,378) | |||||||||||
| Loss before income taxes | (3,495,066) | (3,083,335) | (6,244,246) | (9,739,312) | (14,663,073) | |||||||||||||
| Income tax expense | (323,645) | (33,614) | (33,614) | |||||||||||||||
| Net loss | (5,545,977) | (3,818,711) | (3,116,949) | (3,160,911) | (6,277,860) | (10,096,571) | (15,642,548) | (1,951,280) | ||||||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||
| Net loss | (5,545,977) | (3,818,711) | (3,116,949) | (3,160,911) | (6,277,860) | (10,096,571) | (15,642,548) | (1,951,280) | ||||||||||
| Remeasurement of Class A common stock to redemption value | (1,832,769) | (953,312) | (99,011) | (99,011) | ||||||||||||||
| Total accumulated deficit | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (16,949,685) | (24,596,708) | (31,975,454) | (10,572,814) | ||||||||||
| Total Stockholders' Deficit | (31,974,608) | (24,595,862) | (16,948,839) | (13,732,879) | (16,948,839) | (24,595,862) | (31,974,608) | (10,571,968) | ||||||||||
| Statement of Cash Flows | ||||||||||||||||||
| Net loss | (3,160,911) | (6,277,860) | (10,096,571) | (15,642,548) | (1,951,280) | |||||||||||||
| Accrued expenses | 2,434,635 | 5,553,354 | 9,867,238 | 17,026,986 | 1,027,926 | |||||||||||||
| Income tax payable | 33,614 | 357,259 | ||||||||||||||||
| Net cash used in operating activities | (646,388) | (897,582) | (1,296,303) | (1,136,475) | ||||||||||||||
| Related party advance | 60,150 | 121,120 | 387,884 | 503,441 | 22,394 | |||||||||||||
| Net cash provided by financing activities | 360,150 | 572,820 | 3,844,584 | 3,945,225 | 294,714,206 | |||||||||||||
| As Restated [Member] | Accumulated Deficit | ||||||||||||||||||
| Balance sheet | ||||||||||||||||||
| Accumulated deficit | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (16,949,685) | (24,596,708) | (31,975,454) | (10,572,814) | ||||||||||
| Total Stockholders' Deficit | (31,975,454) | (24,596,708) | (16,949,685) | (1,333,725) | (16,949,685) | (24,596,708) | (31,975,454) | (10,572,814) | ||||||||||
| Statement of Operations | ||||||||||||||||||
| Net loss | (5,545,977) | (3,116,949) | (3,160,911) | |||||||||||||||
| Statement of Changes in Stockholders' Deficit | ||||||||||||||||||
| Net loss | (5,545,977) | (3,116,949) | (3,160,911) | |||||||||||||||
| Remeasurement of Class A common stock to redemption value | (1,832,769) | (953,312) | (99,011) | |||||||||||||||
| Total accumulated deficit | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (16,949,685) | (24,596,708) | (31,975,454) | (10,572,814) | ||||||||||
| Total Stockholders' Deficit | $ (31,975,454) | $ (24,596,708) | $ (16,949,685) | $ (1,333,725) | $ (16,949,685) | $ (24,596,708) | $ (31,975,454) | $ (10,572,814) | ||||||||||
| As Restated [Member] | Common Class A [Member] | ||||||||||||||||||
| Statement of Operations | ||||||||||||||||||
| Earnings Per Share, Basic | $ (0.1) | $ (0.08) | $ (0.08) | $ (0.17) | $ (0.27) | $ (0.42) | $ (0.12) | |||||||||||
| Earnings Per Share, Diluted | (0.1) | (0.08) | (0.08) | (0.17) | (0.27) | (0.42) | (0.12) | |||||||||||
| As Restated [Member] | Common Class B [Member] | ||||||||||||||||||
| Statement of Operations | ||||||||||||||||||
| Earnings Per Share, Basic | (0.1) | (0.08) | (0.08) | (0.17) | (0.27) | (0.42) | (0.12) | |||||||||||
| Earnings Per Share, Diluted | $ (0.1) | $ (0.08) | $ (0.08) | $ (0.17) | $ (0.27) | $ (0.42) | $ (0.12) | |||||||||||
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- Definition The increase (decrease) during the reporting period in the amounts payable to taxing authorities for taxes that are based on the reporting entity's earnings, net of amounts receivable from taxing authorities for refunds of overpayments or recoveries of income taxes, and in deferred and other tax liabilities and assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense. No definition available.
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- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|---|
Sep. 08, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Aug. 16, 2022 |
|
| Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | $ 0 | ||||
| Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | $ 0 | ||||
| Federal depository insurance coverage | $ 250,000 | $ 250,000 | $ 250,000 | |||||
| Percentage Of Excise Tax | 1.00% | |||||||
| Percentage Of Excise Tax Fair Market Value Of Shares Repurchased | 1.00% | |||||||
| Effectiv tax rate | 8.00% | 9.00% | 16.00% | 4.00% | (6.68%) | 0.00% | ||
| Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | ||
| Initial Public Offering | ||||||||
| Offering costs | $ 23,566,497 | |||||||
| Deferred underwriting commissions | 10,062,500 | |||||||
| Fair value of the representative shares | 1,437,500 | |||||||
| Other offering costs | 4,168,029 | |||||||
| Stock issued during period, Value, Issued for services | 7,677,450 | |||||||
| Share transfer between related parties, Value | 221,018 | |||||||
| Initial Public Offering | Anchor Investor [Member] | ||||||||
| Stock issued during period, Value, Issued for services | 7,677,450 | |||||||
| Initial Public Offering | Officers and Directors [Member] | ||||||||
| Share transfer between related parties, Value | $ 221,018 | |||||||
| Class A Common Stock Subject to Redemption | Initial Public Offering | ||||||||
| Number of shares issued | 28,750,000 | |||||||
| X | ||||||||||
- Definition Represents the amount of fair value of representative shares. No definition available.
|
| X | ||||||||||
- Definition Percentage Of excise tax. No definition available.
|
| X | ||||||||||
- Definition Percentage of excise tax of Fair market value of shares repurchased. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of deferred underwriting commissions. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of other offering costs incurred. No definition available.
|
| X | ||||||||||
- Definition Share transfer between related parties value. No definition available.
|
| X | ||||||||||
- Definition Number of new stock classified as temporary equity issued during the period. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of transaction costs incurred. No definition available.
|
| X | ||||||||||
- Definition The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation. No definition available.
|
| X | ||||||||||
- Definition Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Amount of unrecognized tax benefits. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
INITIAL PUBLIC OFFERING - Additional Information (Details) - USD ($) |
9 Months Ended | 12 Months Ended | |
|---|---|---|---|
Sep. 08, 2021 |
Sep. 30, 2023 |
Dec. 31, 2022 |
|
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of warrants in a unit | 0.5 | ||
| Class A Common Stock | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Stock issued during period, Value, Issued for services | $ 1,437,500 | $ 1,437,500 | |
| Initial Public Offering | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of units sold | 28,750,000 | ||
| Purchase price, per unit | $ 10 | ||
| Proceeds from Issuance Initial Public Offering | $ 287,500,000 | ||
| Offering costs | 23,566,497 | ||
| Stock issued during period, Value, Issued for services | 7,677,450 | ||
| Share transfer between related parties, Value | 221,018 | ||
| Offering costs | 23,566,497 | ||
| Deferred underwriting commissions | 10,062,500 | ||
| Fair value of the representative shares | 1,437,500 | ||
| Other offering costs | 4,168,029 | ||
| Initial Public Offering | Anchor Investors [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Fair value of the representative shares | 7,677,450 | ||
| Initial Public Offering | Officers and Directors [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Fair value of the representative shares | $ 221,018 | ||
| Initial Public Offering | Class A Common Stock | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of shares in a unit | 1 | ||
| Initial Public Offering | Class A Common Stock | Public Warrants | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of shares issuable per warrant | 1 | ||
| Exercise price of warrants | $ 11.5 |
| X | ||||||||||
- Definition Represents the amount of fair value of representative shares. No definition available.
|
| X | ||||||||||
- Definition Represents the number of shares in a unit. No definition available.
|
| X | ||||||||||
- Definition Represents the number of warrants in a unit. No definition available.
|
| X | ||||||||||
- Definition Offering costs. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of deferred underwriting commissions. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of other offering costs incurred. No definition available.
|
| X | ||||||||||
- Definition Share transfer between related parties value. No definition available.
|
| X | ||||||||||
- Definition Represents the amount of transaction costs incurred. No definition available.
|
| X | ||||||||||
- Definition Number of new units issued during the period. No definition available.
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares. No definition available.
|
| X | ||||||||||
- Definition The cash inflow associated with the amount received from entity's first offering of stock to the public. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
| X | ||||||||||
- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
PRIVATE PLACEMENT - Additional Information (Details) - USD ($) |
9 Months Ended | 12 Months Ended | |
|---|---|---|---|
Sep. 08, 2021 |
Sep. 30, 2023 |
Dec. 31, 2021 |
|
| Subsidiary, Sale of Stock [Line Items] | |||
| Restrictions on transfer period of time after business combination completion | 30 days | 30 days | |
| Private Placement [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Restrictions on transfer period of time after business combination completion | 30 days | ||
| Private Placement [Member] | Sponsor | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of units sold | 1,133,484 | ||
| Purchase price, per unit | $ 10 | ||
| Gross proceeds from sale of units | $ 11,334,840 | ||
| Cash deposited into Trust Account by related party | 13,203,590 | ||
| Exceeds proceeds allocated over the proceeds of the Private Placement | $ 1,869,110 | ||
| IPO [Member] | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of units sold | 28,750,000 | ||
| Purchase price, per unit | $ 10 | ||
| IPO [Member] | Sponsor | |||
| Subsidiary, Sale of Stock [Line Items] | |||
| Number of units sold | 1,133,484 |
| X | ||||||||||
- Definition Exceeds proceeds allocated over the proceeds of the Private Placement. No definition available.
|
| X | ||||||||||
- Definition The amount of cash deposited into trust account by related party. No definition available.
|
| X | ||||||||||
- Definition This represents Proceeds from Sale of Units. No definition available.
|
| X | ||||||||||
- Definition The period of time after completion of a business combination during which the shares or warrant may not be transferred. No definition available.
|
| X | ||||||||||
- Definition Number of new units issued during the period. No definition available.
|
| X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
RELATED PARTY TRANSACTIONS - Founder Shares (Details) |
9 Months Ended | 12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
|
Sep. 02, 2021
shares
|
Jul. 02, 2021
USD ($)
shares
|
Sep. 30, 2023
d
d
$ / shares
shares
|
Dec. 31, 2022
d
d
$ / shares
shares
|
Dec. 31, 2021
USD ($)
shares
|
Sep. 30, 2022
shares
|
Jun. 30, 2022
shares
|
Mar. 31, 2022
shares
|
|
| Related Party Transaction [Line Items] | ||||||||
| Restrictions on transfer period of time after business combination completion | 30 days | 30 days | ||||||
| Class B Common Stock | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Numbers of shares surrendered for no consideration | 1,437,500 | |||||||
| Common shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |
| Common shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |
| Sponsor | Class B Common Stock | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Numbers of shares surrendered for no consideration | 1,437,500 | |||||||
| Founder Shares | Sponsor | Class B Common Stock | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Number of shares issued | 8,625,000 | |||||||
| Aggregate purchase price | $ | $ 25,000 | |||||||
| Numbers of shares surrendered for no consideration | 1,437,500 | |||||||
| Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20.00% | |||||||
| Restrictions on transfer period of time after business combination completion | 6 months | 6 months | ||||||
| Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | $ 12 | ||||||
| Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d | 20 | 20 | ||||||
| Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | d | 30 | 30 | ||||||
| Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||||||
| Share transfer between related parties, Value | $ | $ 221,000 | |||||||
| Founder Shares | Sponsor | Class B Common Stock | Chief Financial Officer [Member] | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Number of shares transferred by sponsor | 10,000 | |||||||
| Founder Shares | Sponsor | Class B Common Stock | Director [Member] | ||||||||
| Related Party Transaction [Line Items] | ||||||||
| Number of shares transferred by sponsor | 7,500 | |||||||
| X | ||||||||||
- Definition The expected ownership percentage by the founders after completion of the proposed public offering. No definition available.
|
| X | ||||||||||
- Definition The period of time after completion of a business combination during which the shares or warrant may not be transferred. No definition available.
|
| X | ||||||||||
- Definition Number of company shares transferred between related parties. No definition available.
|
| X | ||||||||||
- Definition Share transfer between related parties value. No definition available.
|
| X | ||||||||||
- Definition The number of shares surrendered for no consideration. No definition available.
|
| X | ||||||||||
- Definition The period of time after a business combination which must elapse before consideration of the share price condition for transfer of shares. No definition available.
|
| X | ||||||||||
- Definition The share price threshold that must be achieved in order to waive the restriction on transfer of shares during a restricted period after a business combination. No definition available.
|
| X | ||||||||||
- Definition When determining the condition for transfer of shares without restriction after a business combination, the number of consecutive trading days used to observe the share price. No definition available.
|
| X | ||||||||||
- Definition When determining the condition for transfer of shares without restriction after a business combination, the number of days in which the share price must exceed the specified amount. No definition available.
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 08, 2022 |
May 12, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Nov. 20, 2023 |
Jun. 02, 2023 |
Apr. 21, 2023 |
|
| Related Party Transaction [Line Items] | ||||||||||||||
| Proceeds From Related Party Advances | $ 60,150 | $ (491,250) | $ 387,884 | $ 625,700 | $ 22,394 | |||||||||
| Advances - related parties | $ 34,585 | $ 410,278 | $ 143,514 | 82,544 | $ 143,514 | 34,585 | 410,278 | 525,835 | 22,394 | |||||
| Expenses recorded | 4,307,852 | 2,115,260 | 864,594 | 397,734 | 1,262,328 | 7,899,200 | 3,377,588 | 8,716,023 | 969,195 | |||||
| Working Capital Loan Outstanding | 2,372,033 | 2,372,033 | 625,700 | 0 | ||||||||||
| Due to related party | 581,700 | 451,700 | 300,000 | 451,700 | 581,700 | |||||||||
| Outstanding | $ 2,875,000 | 2,875,000 | $ 0 | $ 0 | $ 0 | 2,875,000 | 2,875,000 | 2,875,000 | 0 | |||||
| Litigation settlement amount awarded to other party | $ 500,000 | |||||||||||||
| Digital World Convertible Notes [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Price per unit | $ 8 | $ 8 | ||||||||||||
| Debt instrument conversion price | $ 10 | |||||||||||||
| Outstanding | $ 500,000 | |||||||||||||
| Non-interest bearing convertible promissory notes payable | $ 40,000,000 | $ 40,000,000 | ||||||||||||
| Warrants outstanding | 0.5 | 0.5 | ||||||||||||
| Digital World Convertible Notes [Member] | Digital World Class A Common Stock [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Common shares, shares outstanding | 1 | 1 | ||||||||||||
| Administrative Support Agreement | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Expenses per month | $ 15,000 | 15,000 | ||||||||||||
| Expenses recorded | $ 0 | 45,000 | 45,000 | 90,000 | 180,000 | 56,000 | ||||||||
| Working capital loans | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Maximum loans convertible into units | $ 1,500,000 | |||||||||||||
| Price per unit | $ 10 | |||||||||||||
| Founder Shares | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument face amount | $ 10,000,000 | |||||||||||||
| Founder Shares | Two Million Dollars Note [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument face amount | 2,000,000 | |||||||||||||
| Founder Shares | Ten Million Dollars Note [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument face amount | 10,000,000 | |||||||||||||
| Note [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument face amount | $ 2,000,000 | |||||||||||||
| Note [Member] | Digital World Convertible Notes [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument conversion price | $ 10 | |||||||||||||
| Administrative Support Agreement with Renatus LLC [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Expenses recorded | 45,000 | $ 0 | 60,000 | $ 0 | ||||||||||
| Agreement with Law Firm [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Note payable | 500,000 | 500,000 | ||||||||||||
| Sponsor | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Working Capital Loan Warrant | 1,000,000 | 1,000,000 | $ 1,000,000 | |||||||||||
| Debt instrument interest rate | 0.00% | |||||||||||||
| Debt instrument convertible into warrants | $ 1,500,000 | |||||||||||||
| Debt instrument conversion price | $ 10 | |||||||||||||
| Proceeds From Related Party Advances | 2,606 | 425,835 | ||||||||||||
| Outstanding | 2,875,000 | |||||||||||||
| Amount paid behalf of the company | 470,835 | 470,835 | ||||||||||||
| Sponsor | Digital World Convertible Notes [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument conversion price | $ 10 | $ 10 | $ 10 | |||||||||||
| Debt instrument face amount | $ 2,875,000 | |||||||||||||
| Long-Term Debt, Gross | 2,875,000 | 2,875,000 | 2,875,000 | |||||||||||
| Outstanding | $ 30,000,000 | $ 1,275,000 | ||||||||||||
| Sponsor | Minimum [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Working Capital Loan Outstanding | 1,500,000 | |||||||||||||
| Sponsor | Maximum [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Working Capital Loan Outstanding | $ 30,000,000 | |||||||||||||
| Sponsor | Working capital loans | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Working Capital Loan Outstanding | 625,700 | 0 | ||||||||||||
| Sponsor | Note [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument interest rate | 0.00% | |||||||||||||
| Debt instrument conversion price | $ 10 | |||||||||||||
| Debt instrument payment terms | repayable in full upon the earlier of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. | |||||||||||||
| Debt instrument face amount | $ 2,875,000 | 1,125,700 | ||||||||||||
| Sponsor | Note [Member] | Tranche One [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument face amount | 625,700 | |||||||||||||
| Sponsor | Note [Member] | Tranche Two [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Debt instrument face amount | $ 500,000 | |||||||||||||
| Director [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Proceeds From Related Party Advances | 31,979 | 100,000 | ||||||||||||
| Advances - related parties | 100,000 | |||||||||||||
| Related Party [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Accounts payable, related parties | 0 | 0 | ||||||||||||
| Related Party [Member] | Administrative Support Agreement | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Accounts payable, related parties | 221,000 | 221,000 | 176,000 | $ 11,000 | ||||||||||
| Related Party [Member] | Related Party Loans | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Due to related party | $ 0 | |||||||||||||
| Related Party [Member] | Note [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Outstanding | 1,205,333 | 1,205,333 | ||||||||||||
| Sponsor or its affiliates or the Company's officers or directors [Member] | Digital World Convertible Notes [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Non-interest bearing convertible promissory notes payable | 30,000,000 | 30,000,000 | ||||||||||||
| To either third parties providing services or making loans to the company or to the sponsor or its affiliates or the company's officers or directors [Member] | Digital World Convertible Notes [Member] | ||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||
| Non-interest bearing convertible promissory notes payable | $ 10,000,000 | $ 10,000,000 | ||||||||||||
| X | ||||||||||
- Definition Advances due to related parties current . No definition available.
|
| X | ||||||||||
- Definition Amount paid on behalf of the company. No definition available.
|
| X | ||||||||||
- Definition The maximum amount which a potential loan could have repaid through issuance of units. No definition available.
|
| X | ||||||||||
- Definition Proceeds from related party advances . No definition available.
|
| X | ||||||||||
- Definition The contractual monthly amount to be paid for support services. No definition available.
|
| X | ||||||||||
- Definition Amount of Working Capital Loan Warrant. No definition available.
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Number of warrants or rights outstanding. No definition available.
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Description of the payment terms of the debt instrument (for example, whether periodic payments include principal and frequency of payments) and discussion about any contingencies associated with the payment. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount awarded to other party in judgment or settlement of litigation. No definition available.
|
| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense. No definition available.
|
| X | ||||||||||
- Definition Amount of liabilities classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of long-term notes classified as other, payable within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
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| X | ||||||||||
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| X | ||||||||||
- Details
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| X | ||||||||||
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COMMITMENTS AND CONTINGENCIES - Additional Information (Details) |
3 Months Ended | 9 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
|
Sep. 30, 2023
USD ($)
d
shares
|
Jul. 20, 2023
USD ($)
|
Sep. 08, 2021
shares
|
Sep. 30, 2023
USD ($)
d
shares
|
Sep. 30, 2023
USD ($)
d
shares
|
Dec. 31, 2022
USD ($)
d
shares
|
|
| Subsidiary, Sale of Stock [Line Items] | ||||||
| Maximum number of demands for registration of securities | d | 3 | 3 | 3 | 3 | ||
| Percentage of cash underwriting discount based on gross proceeds from IPO | (1.25%) | (1.25%) | (1.25%) | (1.25%) | ||
| Aggregate cash underwriting discount if over-allotment is exercised in full | $ 3,593,750 | $ 3,593,750 | $ 3,593,750 | $ 3,593,750 | ||
| Percentage of deferred underwriting commission based on gross proceeds from IPO | (3.50%) | (3.50%) | (3.50%) | (3.50%) | ||
| Deferred underwriting commission | $ 10,062,500 | $ 10,062,500 | $ 10,062,500 | $ 10,062,500 | ||
| Period of right of first refusal from the closing of business combination | 24 months | 24 months | ||||
| Settlement In Principle Amount | $ 18,000,000 | $ 2,300,000 | ||||
| Litigation settlement expense greater than actual fees | $ 8,000,000 | |||||
| Percentage of loss contingency payable greater than actual fees | 130.00% | |||||
| Cease and Desist Order [Member] | ||||||
| Subsidiary, Sale of Stock [Line Items] | ||||||
| Loss contingency accrual provision | $ 8,000,000 | $ 18,000,000 | ||||
| Directors and Officers Liability Insurance [Member] | ||||||
| Subsidiary, Sale of Stock [Line Items] | ||||||
| Malpractice Insurance, Annual Coverage Limit | 2,500,000 | $ 2,500,000 | ||||
| Malpractice Insurance Excess Retention Amount | $ 5,000,000 | $ 5,000,000 | ||||
| Increase decrease in liability | $ 1,000,000 | |||||
| Common Class A [Member] | ||||||
| Subsidiary, Sale of Stock [Line Items] | ||||||
| Percentage of shares issuable based on stock issued in IPO | (0.50%) | (0.50%) | (0.50%) | (0.50%) | ||
| Number of shares issuable | shares | 143,750 | 143,750 | 143,750 | 143,750 | ||
| Over-Allotment Option [Member] | ||||||
| Subsidiary, Sale of Stock [Line Items] | ||||||
| Number of units sold | shares | 3,750,000 |
| X | ||||||||||
- Definition Amount of aggregate cash underwriting discount if over-allotment option is exercised in full. No definition available.
|
| X | ||||||||||
- Definition Amount of deferred underwriting commission. No definition available.
|
| X | ||||||||||
- Definition Increase decrease in liability. No definition available.
|
| X | ||||||||||
- Definition Litigation settlement expense greater than actual fees. No definition available.
|
| X | ||||||||||
- Definition Malpractice insurance excess retention amount. No definition available.
|
| X | ||||||||||
- Definition Represents the maximum number of demands for registration of securities. No definition available.
|
| X | ||||||||||
- Definition Number of shares issuable as cash underwriting discount. No definition available.
|
| X | ||||||||||
- Definition Percentage of number of shares issuable as cash underwriting discount based on Common stock issued in initial public offering. No definition available.
|
| X | ||||||||||
- Definition Percentage of cash underwriting discount based on gross proceeds received from initial public offering. No definition available.
|
| X | ||||||||||
- Definition Percentage of deferred underwriting commission based on gross proceeds received from initial public offering. No definition available.
|
| X | ||||||||||
- Definition Percentage of litigation settlement expense greater than actual fees. No definition available.
|
| X | ||||||||||
- Definition The period of right to first refusal time from the business combination granted to underwriter. No definition available.
|
| X | ||||||||||
- Definition Number of new units issued during the period. No definition available.
|
| X | ||||||||||
- Definition Amount of litigation expense, including but not limited to legal, forensic, accounting, and investigative fees. No definition available.
|
| X | ||||||||||
- Definition Amount charged against operating income increasing loss contingency liability, after adjustments to reduce previously estimated charges. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Annual coverage limit provided by the insurance arrangement for malpractice claims. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
STOCKHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares |
Sep. 30, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|---|---|---|---|
| STOCKHOLDERS' DEFICIT | ||||||
| Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
| Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
| Preferred shares, shares issued | 0 | 0 | 0 | 0 | 0 | 0 |
| Preferred shares, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 |
| X | ||||||||||
- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
STOCKHOLDERS' DEFICIT - Common Stock Shares (Details) |
9 Months Ended | 12 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
|
Sep. 02, 2021
shares
|
Sep. 30, 2023
USD ($)
Vote
$ / shares
shares
|
Dec. 31, 2022
USD ($)
Vote
$ / shares
shares
|
Dec. 31, 2021
$ / shares
shares
|
Sep. 30, 2022
$ / shares
shares
|
Jun. 30, 2022
$ / shares
shares
|
Mar. 31, 2022
$ / shares
shares
|
Sep. 08, 2021
shares
|
|
| Class of Stock [Line Items] | ||||||||
| Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
| Class A Common Stock Not Subject to Redemption | ||||||||
| Class of Stock [Line Items] | ||||||||
| Common shares, shares issued (in shares) | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | ||
| Common shares, shares outstanding (in shares) | 1,277,234 | 1,277,234 | 1,277,234 | |||||
| Issuance of Class A common stock to representative (in shares) | 1,277,234 | |||||||
| Class A Common Stock Subject to Redemption | ||||||||
| Class of Stock [Line Items] | ||||||||
| Class A common stock subject to possible redemption, outstanding (in shares) | 28,715,597 | 28,744,342 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | ||
| Class A Common Stock | ||||||||
| Class of Stock [Line Items] | ||||||||
| Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||
| Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
| Common shares, votes per share | Vote | 1 | 1 | ||||||
| Common shares, shares outstanding (in shares) | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | ||
| Class A common stock subject to possible redemption, issued (in shares) | 28,715,597 | 28,744,342 | 28,750,000 | 143,750 | ||||
| Class A common stock subject to possible redemption, outstanding (in shares) | 28,744,342 | 28,744,342 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | ||
| Issuance of Class A common stock to representative | $ | $ 1,437,500 | $ 1,437,500 | ||||||
| Issuance of Class A common stock to representative (in shares) | 1,277,234 | 1,277,234 | ||||||
| Class B Common Stock | ||||||||
| Class of Stock [Line Items] | ||||||||
| Common shares, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||
| Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
| Common shares, votes per share | Vote | 1 | |||||||
| Common shares, shares issued (in shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |
| Common shares, shares outstanding (in shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |
| Transferred shares to qualified institutional buyers | 1,650,000 | 1,650,000 | ||||||
| Ratio to be applied to the stock in the conversion | 20 | 20 | ||||||
| Numbers of shares surrendered for no consideration | 1,437,500 | |||||||
| X | ||||||||||
- Definition The number of votes that each common share is entitled. No definition available.
|
| X | ||||||||||
- Definition The ratio to be applied to the stock in a conversion of convertible stock. No definition available.
|
| X | ||||||||||
- Definition Average number of shares or units issued and outstanding shares were transferred. No definition available.
|
| X | ||||||||||
- Definition The number of shares surrendered for no consideration. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
STOCKHOLDERS' DEFICIT - Warrants (Details) |
9 Months Ended | 12 Months Ended |
|---|---|---|
|
Sep. 30, 2023
$ / shares
|
Dec. 31, 2022
$ / shares
|
|
| Class of Warrant or Right [Line Items] | ||
| Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 115.00% | 115.00% |
| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
| Class of Warrant or Right [Line Items] | ||
| Redemption trigger price will be adjusted (per share) | $ 18 | $ 18 |
| Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | 180.00% |
| Public Warrants | ||
| Class of Warrant or Right [Line Items] | ||
| Warrant exercise period condition one | 30 days | 30 days |
| Public Warrants expiration term | 5 years | 5 years |
| Threshold trading days for redemption of public warrants | 20 days | 20 days |
| Share Price | $ 9.2 | $ 9.2 |
| Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | 60 |
| Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||
| Class of Warrant or Right [Line Items] | ||
| Redemption price per public warrant (in dollars per share) | $ 0.01 | $ 0.01 |
| Warrant redemption condition minimum share price | $ 18 | $ 18 |
| Redemption period | 30 days | 30 days |
| X | ||||||||||
- Definition Percentage of adjustment of redemption price of stock based on market value and newly issued price. No definition available.
|
| X | ||||||||||
- Definition Threshold number of specified trading days for stock price trigger considered for redemption of warrants. No definition available.
|
| X | ||||||||||
- Definition Redemption price per share or per unit of warrants or rights outstanding. No definition available.
|
| X | ||||||||||
- Definition The per share value of Adjusted redemption trigger price. No definition available.
|
| X | ||||||||||
- Definition The ratio of gross proceeds from a future offering to total equity proceeds which is used to measure whether dilution of the warrant has occurred. If aggregate gross proceeds from a new offering exceeds a specified percentage of total equity proceeds, the warrant exercise price will be adjusted. No definition available.
|
| X | ||||||||||
- Definition Redemption period. No definition available.
|
| X | ||||||||||
- Definition The period of time after completion of a business combination before a warrant may be exercised. No definition available.
|
| X | ||||||||||
- Definition The minimum trading price for the reporting entity's stock which must be achieved as a condition for redemption of the warrant. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
|
| X | ||||||||||
- Definition Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
TAXES - Summary of Company's Net Deferred Tax Assets (Details) - USD ($) |
Dec. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Deferred Tax Assets, Net [Abstract] | ||
| Net operating losses | $ 0 | $ 48,891 |
| Start up costs | 5,190,046 | 445,661 |
| Total deferred tax assets | 5,190,046 | 494,552 |
| Valuation Allowance | (5,190,046) | (494,552) |
| Deferred tax asset, net of allowance | $ 0 | $ 0 |
| X | ||||||||||
- Definition Deferred tax assets start up costs. No definition available.
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
TAXES - Summary of Income Tax Provision (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Federal | |||||||||
| Current | $ (3,078,967) | $ (409,769) | |||||||
| Deferred | 0 | 0 | |||||||
| State and local Current | (637,053) | (84,783) | |||||||
| Deferred | 0 | 0 | |||||||
| Change in valuation allowance | 4,695,494 | 494,552 | |||||||
| Income tax provision | $ (899,687) | $ (323,645) | $ (33,614) | $ 0 | $ (33,614) | $ (2,687,493) | $ (357,259) | $ 979,475 | $ 0 |
| X | ||||||||||
- Definition Amount of current federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of current state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
TAXES - Summary of Reconciliation of Federal Income Tax Rate (Details) |
3 Months Ended | 9 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Income Tax Disclosure [Abstract] | ||||||
| Federal income taxes | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% |
| State tax, net of Federal benefit | 4.35% | 4.35% | ||||
| Change in valuation allowance | (32.03%) | (25.35%) | ||||
| Provision for income tax | 8.00% | 9.00% | 16.00% | 4.00% | (6.68%) | 0.00% |
| X | ||||||||||
- Definition Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
TAXES - Summary of Reconciliation of Federal Income Tax Rate (Parenthetical) (Details) |
3 Months Ended | 9 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Income Tax Disclosure [Abstract] | ||||||
| Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% |
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
TAXES - Additional Information (Details) - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Change in valuation allowance | $ 4,695,494 | $ 494,552 | ||||
| Federal statutory income tax rate | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% | 21.00% |
| Domestic And State Authority [Member] | ||||||
| Operating loss carry forwards | $ 0 | $ 192,902 | ||||
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of increase (decrease) in the valuation allowance for a specified deferred tax asset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Details
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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Balance Sheet (Details) - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|---|---|---|---|---|---|
| Current assets | ||||||||
| Cash | $ 3,285,587 | $ 989 | $ 1,012 | $ 2,969 | $ 41,493 | $ 327,731 | ||
| Prepaid assets | 0 | 168,350 | 227,768 | 240,972 | 240,972 | 240,972 | ||
| Total Current Assets | 3,285,587 | 169,339 | 228,780 | 243,941 | 282,465 | 568,703 | ||
| Prepaid assets | 0 | 0 | 46,214 | 105,632 | 165,051 | |||
| Investments held in Trust Account | 307,195,870 | 300,330,651 | 297,884,582 | 293,682,625 | 293,286,629 | 293,257,098 | ||
| TOTAL ASSETS | 310,481,457 | 300,499,990 | 298,113,362 | 293,972,780 | 293,674,726 | 293,990,852 | ||
| Current liabilities | ||||||||
| Accrued expenses | 43,674,679 | 18,054,912 | 10,895,164 | 6,581,280 | 3,462,561 | 1,027,926 | ||
| Note payable – Sponsor | 2,875,000 | 2,875,000 | 2,875,000 | 0 | 0 | 0 | ||
| Income taxes payable | 3,666,968 | 979,475 | 357,259 | 33,614 | 0 | 0 | ||
| Franchise tax payable | 632,500 | 400,000 | 350,000 | 300,000 | 250,000 | 200,000 | ||
| Working capital loans | 581,700 | 451,700 | 300,000 | |||||
| Advances – related parties | 34,585 | 525,835 | 410,278 | 143,514 | 82,544 | 22,394 | ||
| Total Current Liabilities | 53,755,765 | 23,460,922 | 15,469,401 | 710,108 | 4,095,105 | 1,250,320 | ||
| Deferred underwriter fee payable | 10,062,500 | 10,062,500 | 10,062,500 | 10,062,500 | 10,062,500 | 10,062,500 | ||
| TOTAL LIABILITIES | 63,818,265 | 33,523,422 | 25,531,901 | 17,572,608 | 14,157,605 | 11,312,820 | ||
| Commitments and Contingencies | ||||||||
| Class A common stock subject to possible redemption, $0.001 par value, 200,000,000 shares authorized; 28,750,000 shares outstanding, at redemption value ($10.34, $10.20 and $10.20 per share) | 306,128,902 | 298,951,176 | 293,250,000 | |||||
| Stockholders' Deficit | ||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||||||
| Additional paid-in capital | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Accumulated deficit | (59,466,556) | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (10,572,814) | ||
| Total Stockholders' Deficit | (59,465,710) | $ (44,209,745) | $ (32,865,687) | (31,974,608) | (24,595,862) | (16,948,839) | (13,732,879) | (10,571,968) |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 310,481,457 | 300,499,990 | 298,113,362 | 293,972,780 | 293,674,726 | 293,990,852 | ||
| Common Class B [Member] | ||||||||
| Stockholders' Deficit | ||||||||
| Common Stock | 719 | 719 | 719 | 719 | 719 | 719 | ||
| Class A Common Stock Subject to Redemption | ||||||||
| Current liabilities | ||||||||
| Class A common stock subject to possible redemption, $0.001 par value, 200,000,000 shares authorized; 28,750,000 shares outstanding, at redemption value ($10.34, $10.20 and $10.20 per share) | 297,177,323 | 293,349,011 | 293,250,000 | |||||
| Stockholders' Deficit | ||||||||
| Common Stock | 127 | $ 127 | ||||||
| Class A Common Stock Not Subject to Redemption | ||||||||
| Stockholders' Deficit | ||||||||
| Common Stock | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 |
| X | ||||||||||
- Definition Advances due to related parties current . No definition available.
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| X | ||||||||||
- Definition The carrying value as of balance sheet date of underwriting fees payable or deferred, classified as noncurrent. No definition available.
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to franchise tax. No definition available.
|
| X | ||||||||||
- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due. This amount is the total of current and noncurrent accrued income taxes. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate more than one year from the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of liabilities classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Sum of the carrying amounts as of the balance sheet date of amounts paid in advance for expenses which will be charged against earnings in periods after one year or beyond the operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of accumulated undistributed earnings (deficit). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Balance Sheet (Parenthetical) (Details) - $ / shares |
Sep. 30, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
Sep. 02, 2021 |
|---|---|---|---|---|---|---|---|
| Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | |||||
| Preferred stock, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |
| Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | |
| Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | |
| Common Class A [Member] | |||||||
| Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
| Common shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |
| Common shares, shares outstanding | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | |
| Temporary equity, shares outstanding | 28,744,342 | 28,744,342 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |
| Temporary equity, redemption price per share | $ 10.66 | $ 10.4 | $ 10.34 | $ 10.2 | $ 10.2 | $ 10.2 | |
| Common Class B [Member] | |||||||
| Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
| Common shares, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |
| Common shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
| Common shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 |
| Class A Common Stock Subject to Redemption | |||||||
| Temporary equity, par value (per share) | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.0001 | |
| Temporary equity, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |
| Temporary equity, shares outstanding | 28,715,597 | 28,744,342 | 28,750,000 | 28,750,000 | 28,750,000 | 28,750,000 | |
| Class A Common Stock Not Subject to Redemption | |||||||
| Common shares, shares issued | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | |
| Common shares, shares outstanding | 1,277,234 | 1,277,234 | 1,277,234 |
| X | ||||||||||
- Definition Face amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Per share amount of par value or stated value of stock classified as temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The maximum number of securities classified as temporary equity that are permitted to be issued by an entity's charter and bylaws. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The number of securities classified as temporary equity that have been issued and are held by the entity's shareholders. Securities outstanding equals securities issued minus securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Income Statement (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Formation and operating costs | $ 4,307,852 | $ 2,115,260 | $ 864,594 | $ 397,734 | $ 1,262,328 | $ 7,899,200 | $ 3,377,588 | $ 8,716,023 | $ 969,195 | ||
| Legal investigations costs | 11,581,241 | 2,656,763 | 2,564,737 | 2,742,708 | 5,307,445 | 20,639,030 | 7,964,208 | 10,004,519 | 789,183 | ||
| Franchise tax expense | 50,000 | 50,000 | 50,000 | 50,000 | 100,000 | 232,500 | 150,000 | 200,000 | 200,000 | ||
| Loss from operation costs | 15,939,093 | 4,822,023 | (3,479,331) | 3,190,442 | (6,669,773) | 28,770,730 | 11,491,796 | 18,920,542 | 1,958,378 | ||
| Other income and expenses: | |||||||||||
| Interest earned on investments held in Trust Account | 3,599,285 | 1,326,957 | 395,996 | 29,531 | 425,527 | 10,404,747 | 1,752,484 | 4,257,469 | 7,098 | ||
| Loss before income taxes | (11,292,680) | (3,495,066) | (3,083,335) | (3,160,911) | (6,244,246) | (17,318,855) | (9,739,312) | (14,663,073) | (1,951,280) | ||
| Income tax expense | (899,687) | (323,645) | (33,614) | 0 | (33,614) | (2,687,493) | (357,259) | 979,475 | 0 | ||
| Net loss | $ (12,192,367) | $ (9,093,767) | $ 1,279,786 | $ (3,818,711) | $ (3,116,949) | $ (3,160,911) | $ (6,277,860) | $ (20,006,348) | $ (10,096,571) | $ (15,642,548) | $ (1,951,280) |
| Class A Common Stock | |||||||||||
| Other income and expenses: | |||||||||||
| Weighted average shares outstanding, basic | 30,000,330 | 30,027,234 | 30,027,234 | 30,027,234 | 30,027,234 | 30,019,049 | 30,027,234 | 30,026,769 | 9,404,134 | ||
| Weighted average shares outstanding, diluted | 30,000,330 | 30,027,234 | 30,027,234 | 30,027,234 | 30,027,234 | 30,019,049 | 30,027,234 | 30,026,769 | 9,404,134 | ||
| Net income per common stock, basic | $ (0.33) | $ (0.1) | $ (0.08) | $ (0.08) | $ (0.17) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) | ||
| Net income per common stock, diluted | $ (0.33) | $ (0.1) | $ (0.08) | $ (0.08) | $ (0.17) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) | ||
| Class B Common Stock | |||||||||||
| Other income and expenses: | |||||||||||
| Weighted average shares outstanding, basic | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||
| Weighted average shares outstanding, diluted | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||
| Net income per common stock, basic | $ (0.33) | $ (0.1) | $ (0.08) | $ (0.08) | $ (0.17) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) | ||
| Net income per common stock, diluted | $ (0.33) | $ (0.1) | $ (0.08) | $ (0.08) | $ (0.17) | $ (0.54) | $ (0.27) | $ (0.42) | $ (0.12) | ||
| X | ||||||||||
- Definition Amount of franchise tax expense incurred during the period. No definition available.
|
| X | ||||||||||
- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense. No definition available.
|
| X | ||||||||||
- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Equity Statement (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
||||||
| Balance at the beginning | $ (44,209,745) | $ (32,865,687) | $ (31,974,608) | $ (24,595,862) | $ (16,948,839) | $ (13,732,879) | $ (10,571,968) | $ (10,571,968) | $ (31,974,608) | $ (10,571,968) | $ (10,571,968) | ||||||
| Remeasurement of Class A common stock to redemption value | (2,649,598) | (2,664,291) | (2,170,865) | (3,828,312) | (99,011) | (5,760,092) | $ (19,980,528) | ||||||||||
| Net loss | (12,192,367) | (9,093,767) | 1,279,786 | (3,818,711) | (3,116,949) | (3,160,911) | (6,277,860) | (20,006,348) | (10,096,571) | (15,642,548) | (1,951,280) | ||||||
| Balance at the end | (59,465,710) | (44,209,745) | (32,865,687) | (31,974,608) | (24,595,862) | (16,948,839) | (13,732,879) | (16,948,839) | (59,465,710) | (24,595,862) | (31,974,608) | (10,571,968) | |||||
| As Restated [Member] | |||||||||||||||||
| Balance at the beginning | (31,974,608) | (24,595,862) | (16,948,839) | (13,732,879) | (10,571,968) | (10,571,968) | (31,974,608) | (10,571,968) | (10,571,968) | ||||||||
| Remeasurement of Class A common stock to redemption value | (1,832,769) | (953,312) | (99,011) | (99,011) | |||||||||||||
| Contribution from sponsor | (2,875,000) | ||||||||||||||||
| Net loss | (5,545,977) | (3,818,711) | (3,116,949) | (3,160,911) | (6,277,860) | (10,096,571) | (15,642,548) | (1,951,280) | |||||||||
| Balance at the end | (31,974,608) | (24,595,862) | (16,948,839) | (13,732,879) | (16,948,839) | (24,595,862) | (31,974,608) | (10,571,968) | |||||||||
| Additional Paid-in Capital | |||||||||||||||||
| Balance at the beginning | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
| Remeasurement of Class A common stock to redemption value | (12,796,508) | ||||||||||||||||
| Balance at the end | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||
| Additional Paid-in Capital | As Restated [Member] | |||||||||||||||||
| Balance at the beginning | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
| Balance at the end | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||
| Accumulated Deficit | |||||||||||||||||
| Balance at the beginning | (44,210,591) | (32,866,533) | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (10,572,814) | (10,572,814) | (31,975,454) | (10,572,814) | (10,572,814) | 0 | [1],[2] | ||||
| Remeasurement of Class A common stock to redemption value | (2,649,598) | (2,664,291) | (2,170,865) | (3,828,312) | (99,011) | (5,760,092) | (7,184,020) | ||||||||||
| Net loss | (12,192,367) | (9,093,767) | 1,279,786 | (3,818,711) | (3,116,949) | (3,160,911) | (15,642,548) | (1,951,280) | |||||||||
| Balance at the end | (59,466,556) | (44,210,591) | (32,866,533) | (31,975,454) | (24,596,708) | (16,949,685) | (13,733,725) | (16,949,685) | (59,466,556) | (24,596,708) | (31,975,454) | (10,572,814) | |||||
| Accumulated Deficit | As Restated [Member] | |||||||||||||||||
| Balance at the beginning | (31,975,454) | (24,596,708) | (16,949,685) | (1,333,725) | (10,572,814) | (10,572,814) | (31,975,454) | (10,572,814) | (10,572,814) | ||||||||
| Remeasurement of Class A common stock to redemption value | (1,832,769) | (953,312) | (99,011) | ||||||||||||||
| Contribution from sponsor | (2,875,000) | ||||||||||||||||
| Net loss | (5,545,977) | (3,116,949) | (3,160,911) | ||||||||||||||
| Balance at the end | (31,975,454) | (24,596,708) | (16,949,685) | (1,333,725) | (16,949,685) | (24,596,708) | (31,975,454) | (10,572,814) | |||||||||
| Class A Common Stock Not Subject to Redemption [Member] | Common Stock [Member] | |||||||||||||||||
| Balance at the beginning | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | 0 | [1],[2] | ||||
| Balance at the beginning (in shares) | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | ||||||
| Balance at the end | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | |||||
| Balance at the end (in shares) | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | |||||
| Class A Common Stock Not Subject to Redemption [Member] | Common Stock [Member] | As Restated [Member] | |||||||||||||||||
| Balance at the beginning | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | ||||||||
| Balance at the beginning (in shares) | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | ||||||||
| Balance at the end | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | $ 127 | |||||||||
| Balance at the end (in shares) | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | 1,277,234 | |||||||||
| Common Class B [Member] | Common Stock [Member] | |||||||||||||||||
| Balance at the beginning | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | ||||||
| Balance at the beginning (in shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||||||
| Balance at the end | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | |||||
| Balance at the end (in shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |||||
| Common Class B [Member] | Common Stock [Member] | As Restated [Member] | |||||||||||||||||
| Balance at the beginning | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | ||||||||
| Balance at the beginning (in shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||||||||
| Balance at the end | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | |||||||||
| Balance at the end (in shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | |||||||||
| |||||||||||||||||
| X | ||||||||||
- Definition Contribution from sponsor. No definition available.
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of decrease to net income for accretion of temporary equity to its redemption value to derive net income apportioned to common stockholders. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) - Summary of Quarterly Disclosure Cash Flow Statement (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2023 |
Sep. 30, 2022 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Cash flows from operating activities: | |||||||||
| Net loss | $ (3,160,911) | $ (20,006,348) | $ (10,096,571) | $ (15,642,548) | $ (1,951,280) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
| Interest earned on cash and marketable securities held in Trust Account | $ (3,599,285) | $ (1,326,957) | $ (395,996) | (29,531) | $ (425,527) | (10,404,747) | (1,752,484) | (4,257,469) | (7,098) |
| Increase (Decrease) in Operating Capital [Abstract] | |||||||||
| Accrued expenses | 2,434,635 | 28,307,260 | 10,224,497 | 17,026,986 | 1,027,926 | ||||
| Income taxes payable | 979,475 | 0 | |||||||
| Prepaid insurance | 59,419 | 168,350 | 178,255 | 237,673 | (406,023) | ||||
| Franchise tax payable | 50,000 | 232,500 | 150,000 | 200,000 | 200,000 | ||||
| Net cash used in operating activities | (646,388) | (1,702,985) | (1,296,303) | (1,455,883) | (1,136,475) | ||||
| Cash flows from investing activities: | |||||||||
| Investment of cash in Trust Account | (2,875,000) | (293,250,000) | |||||||
| Net cash used in investing activities | 3,539,525 | (2,816,084) | (293,250,000) | ||||||
| Net Cash Provided by (Used in) Financing Activities [Abstract] | |||||||||
| Proceeds from working capital loan | 300,000 | 1,746,333 | 581,700 | 500,835 | 0 | ||||
| Proceeds From Related Party Advances | 60,150 | (491,250) | 387,884 | 625,700 | 22,394 | ||||
| Proceeds from Sponsor note | 500,000 | 2,875,000 | 2,875,000 | 223,557 | |||||
| Net cash provided by financing activities | 360,150 | 1,448,058 | 3,844,584 | 3,942,619 | 294,714,206 | ||||
| Net change in cash | (286,238) | 3,284,598 | (326,719) | (326,742) | 327,731 | ||||
| Cash at beginning of period | 41,493 | 327,731 | 327,731 | 989 | 327,731 | 327,731 | 0 | ||
| Cash at end of period | $ 3,285,587 | 1,012 | 41,493 | 3,285,587 | 1,012 | 989 | 327,731 | ||
| Non-cash investing and financing activities: | |||||||||
| Remeasurement of Class A common stock | 0 | $ 7,484,754 | 3,927,323 | 5,760,092 | 0 | ||||
| As Restated [Member] | |||||||||
| Cash flows from operating activities: | |||||||||
| Net loss | (3,160,911) | (6,277,860) | (10,096,571) | (15,642,548) | (1,951,280) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||
| Interest earned on cash and marketable securities held in Trust Account | (425,527) | (1,752,484) | |||||||
| Increase (Decrease) in Operating Capital [Abstract] | |||||||||
| Accrued expenses | 2,434,635 | 5,553,354 | 9,867,238 | 17,026,986 | 1,027,926 | ||||
| Income taxes payable | 33,614 | 357,259 | |||||||
| Prepaid insurance | 118,837 | 178,255 | |||||||
| Franchise tax payable | 100,000 | 150,000 | |||||||
| Net cash used in operating activities | (646,388) | (897,582) | (1,296,303) | (1,136,475) | |||||
| Cash flows from investing activities: | |||||||||
| Investment of cash in Trust Account | (2,875,000) | ||||||||
| Net cash used in investing activities | (2,875,000) | ||||||||
| Net Cash Provided by (Used in) Financing Activities [Abstract] | |||||||||
| Proceeds from working capital loan | 451,700 | 581,700 | |||||||
| Proceeds From Related Party Advances | 60,150 | 121,120 | 387,884 | 503,441 | 22,394 | ||||
| Proceeds from Sponsor note | 2,875,000 | ||||||||
| Net cash provided by financing activities | 360,150 | 572,820 | 3,844,584 | 3,945,225 | 294,714,206 | ||||
| Net change in cash | (324,762) | (326,719) | |||||||
| Cash at beginning of period | 2,969 | $ 327,731 | 327,731 | 327,731 | $ 327,731 | ||||
| Cash at end of period | $ 1,012 | $ 2,969 | 2,969 | 1,012 | $ 327,731 | ||||
| Non-cash investing and financing activities: | |||||||||
| Remeasurement of Class A common stock | $ 99,011 | $ 328,312 | |||||||
| X | ||||||||||
- Definition The increase (decrease) during the reporting period of franchise tax payable. No definition available.
|
| X | ||||||||||
- Definition The amount of cash outflow for investment of cash in trust account. No definition available.
|
| X | ||||||||||
- Definition Proceeds from related party advances . No definition available.
|
| X | ||||||||||
- Definition Temporary equity accretion to redemption value non cash transaction. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The increase (decrease) during the period in the amount due for taxes based on the reporting entity's earnings or attributable to the entity's income earning process (business presence) within a given jurisdiction. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) of consideration paid in advance for insurance that provides economic benefits in future periods. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The cash inflow from a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
|
SUBSEQUENT EVENTS (Details) |
1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Nov. 30, 2023
USD ($)
$ / shares
|
Oct. 24, 2023
USD ($)
shares
|
Sep. 08, 2023
USD ($)
Times
$ / shares
shares
|
Jul. 20, 2023
USD ($)
|
Jun. 02, 2023
USD ($)
$ / shares
|
Apr. 21, 2023
USD ($)
$ / shares
|
Apr. 05, 2023
USD ($)
|
Sep. 30, 2023
USD ($)
$ / shares
|
Sep. 30, 2023
USD ($)
$ / shares
|
Sep. 30, 2022
USD ($)
$ / shares
|
Jun. 30, 2022
USD ($)
$ / shares
|
Mar. 31, 2022
USD ($)
$ / shares
|
Jun. 30, 2022
USD ($)
$ / shares
|
Sep. 30, 2023
USD ($)
$ / shares
|
Sep. 30, 2022
USD ($)
$ / shares
|
Dec. 31, 2022
USD ($)
$ / shares
|
Dec. 31, 2021
USD ($)
$ / shares
|
Nov. 20, 2023
USD ($)
$ / shares
shares
|
Aug. 25, 2023 |
|
| Subsequent Event [Line Items] | |||||||||||||||||||
| Related Party Transaction, Expenses from Transactions with Related Party | $ 4,307,852 | $ 2,115,260 | $ 864,594 | $ 397,734 | $ 1,262,328 | $ 7,899,200 | $ 3,377,588 | $ 8,716,023 | $ 969,195 | ||||||||||
| Settlement In Principle Amount | $ 18,000,000 | 2,300,000 | |||||||||||||||||
| Notes payable current | $ 2,875,000 | 2,875,000 | 2,875,000 | 0 | 0 | 0 | 2,875,000 | 2,875,000 | 2,875,000 | 0 | |||||||||
| Proceeds from related party debt | 300,000 | 1,746,333 | 581,700 | 500,835 | 0 | ||||||||||||||
| Advances Due To Related Parties Current | $ 34,585 | $ 34,585 | $ 410,278 | $ 143,514 | $ 82,544 | $ 143,514 | $ 34,585 | $ 410,278 | $ 525,835 | $ 22,394 | |||||||||
| Digital World Convertible Notes [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Debt instrument conversion price | $ / shares | $ 10 | ||||||||||||||||||
| Notes payable current | $ 500,000 | ||||||||||||||||||
| Common Class A [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Temporary equity, redemption price per share | $ / shares | $ 10.66 | $ 10.66 | $ 10.34 | $ 10.2 | $ 10.2 | $ 10.2 | $ 10.66 | $ 10.34 | $ 10.4 | $ 10.2 | |||||||||
| Common Class A [Member] | Special Meeting Of Stockholders [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Temporary equity stock shares subject to redemption | shares | 28,745 | ||||||||||||||||||
| Temporary equity, redemption price per share | $ / shares | $ 10.68 | ||||||||||||||||||
| Temporary equity redemption value | $ 307,028 | ||||||||||||||||||
| Administrative Support Agreement | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Related Party Transaction, Expenses from Transactions with Related Party | $ 0 | $ 45,000 | $ 45,000 | $ 90,000 | $ 180,000 | $ 56,000 | |||||||||||||
| Subsequent Event [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Long-Term Debt, Gross | $ 1,125,700 | ||||||||||||||||||
| Debt instrument interest rate | 0.00% | 0.00% | |||||||||||||||||
| Debt Instrument, Payment Terms | repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective. | repayable in full upon the earlier of (i) the date on which the Company consummates its Business Combination and (ii) the date that the winding up of the Company is effective | |||||||||||||||||
| Debt instrument conversion price | $ / shares | $ 10 | $ 10 | |||||||||||||||||
| Settlement In Principle Amount | $ 18,000,000 | ||||||||||||||||||
| Investment Interest Rate | 4.50% | ||||||||||||||||||
| Amount withdrawn from the trust account to pay taxes | $ 2,400,000 | ||||||||||||||||||
| Advances Due To Related Parties Current | $ 425,835 | ||||||||||||||||||
| Subsequent Event [Member] | Digital World Convertible Notes [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Debt instrument conversion price | $ / shares | $ 10 | ||||||||||||||||||
| Debt instrument, periodic payment | $ 500,000 | ||||||||||||||||||
| Subsequent Event [Member] | Special Meeting Of Stockholders [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Number of times upto which the date of consummation of business combination shall be extended | Times | 4 | ||||||||||||||||||
| Number of months per extension in respect of the consummation of business combination | 3 months | ||||||||||||||||||
| Aggregate number of months by which the last date for the consummation of business combination shall be extended | 12 months | ||||||||||||||||||
| Extended date by which business combination shall be consummated earliest | Sep. 08, 2023 | ||||||||||||||||||
| Extended date by which business combination shall be consummated latest | Sep. 08, 2024 | ||||||||||||||||||
| Subsequent Event [Member] | Security Purchase Agreement [Member] | Pipe Investors [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Common stock shares cancelled due to termination during the period | shares | 191,500,000 | ||||||||||||||||||
| Common stock shares cumulatively cancelled | shares | 467,000,000 | 474,500,000 | |||||||||||||||||
| Common Stock, Value, Outstanding | $ 525,500,000,000,000 | ||||||||||||||||||
| Subsequent Event [Member] | Promissory Note One [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Debt instrument face amount | 625,700 | ||||||||||||||||||
| Subsequent Event [Member] | Promissory Note Two [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Debt instrument face amount | $ 500,000 | ||||||||||||||||||
| Subsequent Event [Member] | Convertible Promissory Notes [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Debt instrument face amount | $ 900,000 | ||||||||||||||||||
| Debt instrument conversion price | $ / shares | $ 8 | ||||||||||||||||||
| Subsequent Event [Member] | Common Class A [Member] | Special Meeting Of Stockholders [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Temporary equity stock shares subject to redemption | shares | 28,745 | ||||||||||||||||||
| Temporary equity, redemption price per share | $ / shares | $ 10.24 | ||||||||||||||||||
| Temporary equity redemption value | $ 294,349 | ||||||||||||||||||
| Subsequent Event [Member] | Sponsor And Renatus [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Notes payable current | $ 1,200,000 | ||||||||||||||||||
| Subsequent Event [Member] | Administrative Support Agreement | Renatus LLC [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Related Party Transaction, Expenses from Transactions with Related Party | $ 15,000 | ||||||||||||||||||
| Subsequent Event [Member] | Renatus [Member] | $2 Million Note [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Debt instrument face amount | $ 2,000,000 | ||||||||||||||||||
| Subsequent Event [Member] | Renatus [Member] | $10 Million Note [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Debt instrument face amount | $ 10,000,000 | ||||||||||||||||||
| Subsequent Event [Member] | Directors And Officers Liability [Member] | Directors And Officers [Member] | |||||||||||||||||||
| Subsequent Event [Line Items] | |||||||||||||||||||
| Proceeds from related party debt | $ 1,200,000 | ||||||||||||||||||
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- Definition The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Aggregate amount of redemption requirements for each class or type of redeemable stock classified as temporary equity for each of the five years following the latest balance sheet date. The redemption requirement does not constitute an unconditional obligation that will be settled in a variable number of shares constituting a monetary value predominantly indexed to (a) a fixed monetary amount known at inception, (b) an amount inversely correlated with the residual value of the entity, or (c) an amount determined by reference to something other than the fair value of issuer's stock. Does not include mandatorily redeemable stock. The exception is if redemption is required upon liquidation or termination of the reporting entity. No definition available.
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- Definition Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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