0001865191
false
--12-31
2023
Q3
0001865191
2023-01-01
2023-09-30
0001865191
TGVC:UnitsEachConsistingOfOneShareOfClassACommonStockAndOneRedeemableWarrantMember
2023-01-01
2023-09-30
0001865191
TGVC:ClassACommonStockParValue0.0001PerShareMember
2023-01-01
2023-09-30
0001865191
TGVC:WarrantsEachExercisableForOneShareClassACommonStockFor11.50PerShareMember
2023-01-01
2023-09-30
0001865191
us-gaap:CommonClassAMember
2023-11-13
0001865191
us-gaap:CommonClassBMember
2023-11-13
0001865191
2023-09-30
0001865191
2022-12-31
0001865191
us-gaap:CommonClassAMember
2023-09-30
0001865191
us-gaap:CommonClassAMember
2022-12-31
0001865191
us-gaap:CommonClassBMember
2023-09-30
0001865191
us-gaap:CommonClassBMember
2022-12-31
0001865191
2023-07-01
2023-09-30
0001865191
2022-07-01
2022-09-30
0001865191
2022-01-01
2022-09-30
0001865191
us-gaap:CommonClassAMember
2023-07-01
2023-09-30
0001865191
us-gaap:CommonClassAMember
2022-07-01
2022-09-30
0001865191
us-gaap:CommonClassAMember
2023-01-01
2023-09-30
0001865191
us-gaap:CommonClassAMember
2022-01-01
2022-09-30
0001865191
us-gaap:CommonClassBMember
2023-07-01
2023-09-30
0001865191
us-gaap:CommonClassBMember
2022-07-01
2022-09-30
0001865191
us-gaap:CommonClassBMember
2023-01-01
2023-09-30
0001865191
us-gaap:CommonClassBMember
2022-01-01
2022-09-30
0001865191
TGVC:ClassACommonStockMember
2022-12-31
0001865191
TGVC:ClassBCommonStockMember
2022-12-31
0001865191
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001865191
us-gaap:RetainedEarningsMember
2022-12-31
0001865191
TGVC:ClassACommonStockMember
2023-03-31
0001865191
TGVC:ClassBCommonStockMember
2023-03-31
0001865191
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001865191
us-gaap:RetainedEarningsMember
2023-03-31
0001865191
2023-03-31
0001865191
TGVC:ClassACommonStockMember
2023-06-30
0001865191
TGVC:ClassBCommonStockMember
2023-06-30
0001865191
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001865191
us-gaap:RetainedEarningsMember
2023-06-30
0001865191
2023-06-30
0001865191
TGVC:ClassACommonStockMember
2021-12-31
0001865191
TGVC:ClassBCommonStockMember
2021-12-31
0001865191
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001865191
us-gaap:RetainedEarningsMember
2021-12-31
0001865191
2021-12-31
0001865191
TGVC:ClassACommonStockMember
2022-03-31
0001865191
TGVC:ClassBCommonStockMember
2022-03-31
0001865191
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0001865191
us-gaap:RetainedEarningsMember
2022-03-31
0001865191
2022-03-31
0001865191
TGVC:ClassACommonStockMember
2022-06-30
0001865191
TGVC:ClassBCommonStockMember
2022-06-30
0001865191
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0001865191
us-gaap:RetainedEarningsMember
2022-06-30
0001865191
2022-06-30
0001865191
TGVC:ClassACommonStockMember
2023-01-01
2023-03-31
0001865191
TGVC:ClassBCommonStockMember
2023-01-01
2023-03-31
0001865191
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0001865191
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0001865191
2023-01-01
2023-03-31
0001865191
TGVC:ClassACommonStockMember
2023-04-01
2023-06-30
0001865191
TGVC:ClassBCommonStockMember
2023-04-01
2023-06-30
0001865191
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2023-06-30
0001865191
us-gaap:RetainedEarningsMember
2023-04-01
2023-06-30
0001865191
2023-04-01
2023-06-30
0001865191
TGVC:ClassACommonStockMember
2023-07-01
2023-09-30
0001865191
TGVC:ClassBCommonStockMember
2023-07-01
2023-09-30
0001865191
us-gaap:AdditionalPaidInCapitalMember
2023-07-01
2023-09-30
0001865191
us-gaap:RetainedEarningsMember
2023-07-01
2023-09-30
0001865191
TGVC:ClassACommonStockMember
2022-01-01
2022-03-31
0001865191
TGVC:ClassBCommonStockMember
2022-01-01
2022-03-31
0001865191
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-03-31
0001865191
us-gaap:RetainedEarningsMember
2022-01-01
2022-03-31
0001865191
2022-01-01
2022-03-31
0001865191
TGVC:ClassACommonStockMember
2022-04-01
2022-06-30
0001865191
TGVC:ClassBCommonStockMember
2022-04-01
2022-06-30
0001865191
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2022-06-30
0001865191
us-gaap:RetainedEarningsMember
2022-04-01
2022-06-30
0001865191
2022-04-01
2022-06-30
0001865191
TGVC:ClassACommonStockMember
2022-07-01
2022-09-30
0001865191
TGVC:ClassBCommonStockMember
2022-07-01
2022-09-30
0001865191
us-gaap:AdditionalPaidInCapitalMember
2022-07-01
2022-09-30
0001865191
us-gaap:RetainedEarningsMember
2022-07-01
2022-09-30
0001865191
TGVC:ClassACommonStockMember
2023-09-30
0001865191
TGVC:ClassBCommonStockMember
2023-09-30
0001865191
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0001865191
us-gaap:RetainedEarningsMember
2023-09-30
0001865191
TGVC:ClassACommonStockMember
2022-09-30
0001865191
TGVC:ClassBCommonStockMember
2022-09-30
0001865191
us-gaap:AdditionalPaidInCapitalMember
2022-09-30
0001865191
us-gaap:RetainedEarningsMember
2022-09-30
0001865191
2022-09-30
0001865191
us-gaap:IPOMember
2021-11-04
2021-11-05
0001865191
us-gaap:IPOMember
2021-11-05
0001865191
us-gaap:OverAllotmentOptionMember
2021-11-04
2021-11-05
0001865191
TGVC:PrivatePlacementWarrantsMember
2021-11-04
2021-11-05
0001865191
TGVC:PrivatePlacementWarrantsMember
2021-11-05
0001865191
TGVC:FounderSharesMember
2023-09-30
0001865191
us-gaap:IPOMember
2023-05-05
0001865191
us-gaap:IPOMember
2023-05-01
2023-05-05
0001865191
TGVC:LockUpAgreementMember
2023-01-01
2023-09-30
0001865191
TGVC:LockUpAgreementMember
2023-09-30
0001865191
TGVC:PubCompanyMember
2023-01-01
2023-09-30
0001865191
us-gaap:InvestorMember
TGVC:NonRedemptionAgreementMember
2023-04-29
2023-04-30
0001865191
TGVC:NonRedemptionAgreementMember
us-gaap:CommonStockMember
2023-04-29
2023-04-30
0001865191
TGVC:NonRedemptionAgreementMember
us-gaap:IPOMember
2023-04-30
0001865191
TGVC:NonRedemptionAgreementMember
2023-04-30
0001865191
TGVC:ThinkEquityLLCMember
TGVC:NonRedemptionAgreementMember
2023-04-29
2023-04-30
0001865191
2021-12-30
2021-12-31
0001865191
2023-03-15
2023-03-16
0001865191
2021-11-05
0001865191
TGVC:PublicWarrantsMember
2021-11-04
2021-11-05
0001865191
2022-01-01
2022-12-31
0001865191
us-gaap:CommonClassAMember
2021-11-05
0001865191
TGVC:PrivatePlacementWarrantsMember
2023-01-01
2023-09-30
0001865191
TGVC:PrivatePlacementWarrantsMember
2023-09-30
0001865191
TGVC:FounderSharesMember
2021-11-04
2021-11-05
0001865191
TGVC:FounderSharesMember
2021-11-05
0001865191
us-gaap:RelatedPartyMember
2023-09-30
0001865191
us-gaap:RelatedPartyMember
2022-12-31
0001865191
TGVC:PrivatePlacementWarrantMember
2023-09-30
0001865191
TGVC:UnderwritingAgreementMember
2021-11-04
2021-11-05
0001865191
us-gaap:IPOMember
TGVC:UnderwritingAgreementMember
2021-11-05
0001865191
2022-12-23
0001865191
2022-12-22
2022-12-23
0001865191
TGVC:ThinkEquityLLCMember
TGVC:NonRedemptionAgreementMember
2022-12-22
2022-12-23
0001865191
us-gaap:CommonClassAMember
2023-05-09
2023-05-10
0001865191
TGVC:PublicWarrantsMember
us-gaap:IPOMember
2022-01-01
2022-12-31
0001865191
TGVC:PrivatePlacementWarrantsMember
us-gaap:IPOMember
2022-01-01
2022-12-31
0001865191
us-gaap:FairValueInputsLevel1Member
2023-09-30
0001865191
us-gaap:FairValueInputsLevel1Member
2022-12-31
0001865191
TGVC:ThinkEquityLLCMember
us-gaap:SubsequentEventMember
2023-10-24
2023-10-25
0001865191
TGVC:BulldogInvestorsLLPMember
us-gaap:SubsequentEventMember
2023-10-26
2023-10-27
0001865191
TGVC:ThinkEquityLLCMember
us-gaap:SubsequentEventMember
2023-10-26
2023-10-27
0001865191
us-gaap:CommonStockMember
us-gaap:SubsequentEventMember
2023-10-31
2023-11-01
0001865191
us-gaap:CommonStockMember
us-gaap:SubsequentEventMember
2023-11-01
0001865191
us-gaap:SubsequentEventMember
2023-11-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September
30, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 001-41000
TG Venture Acquisition Corp. |
(Exact name of registrant as specified in its charter) |
Delaware |
|
86-1985947 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
1390 Market Street, Suite 200
San Francisco, CA 94102 |
(Address of Principal Executive Offices, including zip code) |
|
(628) 251-1369 |
(Registrant’s telephone number, including area code) |
|
Not Applicable |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant |
|
TGVC.U |
|
Nasdaq Global Market |
Class A Common Stock, par value $0.0001 per share |
|
TGVC |
|
Nasdaq Global Market |
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share |
|
TGVC.W |
|
Nasdaq Global Market |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒No ☐ Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
☐ Large accelerated filer |
☐ Accelerated filer |
|
☒ Non-accelerated filer |
☒ Smaller reporting company |
|
|
☒ Emerging growth company |
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒No
☐
As of November
13, 2023, there were 926,170 shares of the Class A Common Stock, par value $0.0001 per share, and 2,889,149 shares of the
Class B Common Stock, par value $0.0001 per share, of the Company issued and outstanding.
TG VENTURE ACQUISITION CORP.
Form 10-Q For the Quarter Ended September 30, 2023
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
TG VENTURE ACQUISITION CORP.
CONDENSED BALANCE
SHEETS
| |
| | | |
| | |
| |
September 30, | |
December 31, |
| |
2023 | |
2022 |
| |
(Unaudited) | |
|
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 8,992 | | |
$ | 147,020 | |
Due from related party | |
| 267,137 | | |
| — | |
Prepaid expenses | |
| 42,500 | | |
| 140,692 | |
Total Current Assets | |
| 318,629 | | |
| 287,712 | |
| |
| | | |
| | |
Cash and investments held in Trust Account | |
| 14,632,141 | | |
| 118,956,557 | |
TOTAL ASSETS | |
$ | 14,950,770 | | |
$ | 119,244,269 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 3,639,089 | | |
$ | 1,455,616 | |
Due to related parties | |
| 10,220 | | |
| 106,215 | |
Advance from related party | |
| 267,137 | | |
| — | |
Promissory note – related party | |
| 469,000 | | |
| — | |
Excise tax payable | |
| 1,056,197 | | |
| — | |
Income tax payable | |
| 432,081 | | |
| 268,239 | |
Total Current Liabilities | |
| 5,873,724 | | |
| 1,830,070 | |
TOTAL LIABILITIES | |
| 5,873,724 | | |
| 1,830,070 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 6) | |
| — | | |
| — | |
| |
| | | |
| | |
Class A common stock subject to possible redemption, $0.0001 par value; 1,335,696 and 11,500,000 shares at a redemption value of $10.91 and $10.29 per share at September 30, 2023 and December 31, 2022, respectively | |
| 14,567,407 | | |
| 118,309,040 | |
| |
| | | |
| | |
STOCKHOLDERS’ DEFICIT: | |
| | | |
| | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |
| — | | |
| — | |
Class A common stock, $0.0001 par value, 100,000,000 shares authorized, 57,500 shares issued and outstanding (excluding 1,335,696 and 11,500,000 shares subject to possible redemption) at September 30, 2023 and December 31, 2022, respectively | |
| 6 | | |
| 6 | |
Class B common stock, $0.0001 par value, 10,000,000 shares authorized, 2,889,149 shares issued and outstanding at September 30, 2023 and December 31, 2022 | |
| 289 | | |
| 289 | |
Additional paid-in capital | |
| — | | |
| 1,035,565 | |
Accumulated deficit | |
| (5,490,656 | ) | |
| (1,930,701 | ) |
TOTAL STOCKHOLDERS’ DEFICIT | |
| (5,490,361 | ) | |
| (894,841 | ) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 14,950,770 | | |
$ | 119,244,269 | |
The accompanying notes are an integral part
of these unaudited condensed financial statements.
TG VENTURE ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| |
| | | |
| | | |
| | | |
| | |
| |
For the Three Months Ended September 30, | |
For the Nine Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
| |
| |
| |
| |
|
General and administrative expenses | |
$ | 912,493 | | |
$ | 225,976 | | |
$ | 3,436,700 | | |
$ | 724,512 | |
Loss from operations | |
| (912,493 | ) | |
| (225,976 | ) | |
| (3,436,700 | ) | |
| (724,512 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income: | |
| | | |
| | | |
| | | |
| | |
Interest income on cash and investments held in Trust Account | |
| 187,420 | | |
| 529,287 | | |
| 2,207,527 | | |
| 656,858 | |
Total other income | |
| 187,420 | | |
| 529,287 | | |
| 2,207,527 | | |
| 656,858 | |
| |
| | | |
| | | |
| | | |
| | |
Provision for income taxes | |
| 28,859 | | |
| 68,992 | | |
| 432,081 | | |
| 70,480 | |
Net (loss) income | |
$ | (753,932 | ) | |
$ | 234,319 | | |
$ | (1,661,254 | ) | |
$ | (138,134 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption | |
| 1,335,696 | | |
| 11,557,500 | | |
| 6,399,232 | | |
| 11,557,500 | |
Basic and diluted net (loss) income per common share, Class A common stock subject to possible redemption | |
$ | (0.18 | ) | |
$ | 0.02 | | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding, Class B common stock | |
| 2,889,149 | | |
| 2,889,149 | | |
| 2,889,149 | | |
| 2,889,149 | |
Basic and diluted net (loss) income per common share, Class B common stock | |
$ | (0.18 | ) | |
$ | 0.02 | | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
The accompanying notes are an integral part
of these unaudited condensed financial statements.
TG VENTURE ACQUISITION CORP.
UNAUDITED CONDENSED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2023
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
Class A Common Stock | |
Class B Common Stock | |
Additional Paid-in | |
Accumulated | |
Total Stockholders’ |
| |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
Deficit |
Balance as of December 31, 2022 | |
| 57,500 | | |
$ | 6 | | |
| 2,889,149 | | |
$ | 289 | | |
$ | 1,035,565 | | |
$ | (1,930,701 | ) | |
$ | (894,841 | ) |
Accretion to Common Stock Subject to Redemption | |
| — | | |
| — | | |
| — | | |
| — | | |
| (939,298 | ) | |
| — | | |
| (939,298 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (280,912 | ) | |
| (280,912 | ) |
Balance as of March 31, 2023 (Unaudited) | |
| 57,500 | | |
| 6 | | |
| 2,889,149 | | |
| 289 | | |
| 96,267 | | |
| (2,211,613 | ) | |
| (2,115,051 | ) |
Accretion to Common Stock Subject to Redemption | |
| — | | |
| — | | |
| — | | |
| — | | |
| (96,267 | ) | |
| (573,662 | ) | |
| (669,929 | ) |
Excise tax payable attributable to redemption of common stock | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,056,197 | ) | |
| (1,056,197 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (626,410 | ) | |
| (626,410 | ) |
Balance as of June 30, 2023 (Unaudited) | |
| 57,500 | | |
| 6 | | |
| 2,889,149 | | |
| 289 | | |
| — | | |
| (4,467,882 | ) | |
| (4,467,587 | ) |
Accretion to Common Stock Subject to Redemption | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (268,842 | ) | |
| (268,842 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (753,932 | ) | |
| (753,932 | ) |
Balance as of September 30, 2023 (Unaudited) | |
| 57,500 | | |
$ | 6 | | |
| 2,889,149 | | |
$ | 289 | | |
$ | — | | |
$ | (5,490,656 | ) | |
$ | (5,490,361 | ) |
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2022
| |
Common stock | |
Additional | |
| |
Total |
| |
Class A | |
Class B | |
Paid-In | |
Accumulated | |
Stockholders’ |
| |
Shares | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
Equity |
Balance as of December 31, 2021 | |
| 57,500 | | |
$ | 6 | | |
| 2,889,149 | | |
$ | 289 | | |
$ | 2,044,605 | | |
$ | (1,073,167 | ) | |
$ | 971,733 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (261,691 | ) | |
| (261,691 | ) |
Balance as of March 31, 2022 (Unaudited) | |
| 57,500 | | |
| 6 | | |
| 2,889,149 | | |
| 289 | | |
| 2,044,605 | | |
| (1,334,858 | ) | |
| 710,042 | |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (110,762 | ) | |
| (110,762 | ) |
Balance as of June 30, 2022 (Unaudited) | |
| 57,500 | | |
| 6 | | |
| 2,889,149 | | |
| 289 | | |
| 2,044,605 | | |
| (1,445,620 | ) | |
| 599,280 | |
Accretion to Common Stock Subject to Redemption | |
| — | | |
| — | | |
| — | | |
| — | | |
| (265,087 | ) | |
| — | | |
| (265,087 | ) |
Net income | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 234,319 | | |
| 234,319 | |
Balance as of September 30, 2022 (Unaudited) | |
| 57,500 | | |
$ | 6 | | |
| 2,889,149 | | |
$ | 289 | | |
$ | 1,779,518 | | |
$ | (1,211,301 | ) | |
$ | 568,512 | |
The accompanying notes are an integral part
of these unaudited condensed financial statements.
TG VENTURE ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
|
2023 |
|
2022 |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(1,661,254 |
) |
|
$ |
(138,134 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Interest earned on investment held in Trust Account |
|
|
(2,207,527 |
) |
|
|
(656,858 |
) |
Changes in current assets and current liabilities: |
|
|
|
|
|
|
|
|
Prepaid assets |
|
|
98,192 |
|
|
|
315,269 |
|
Accounts payable and accrued expense |
|
|
2,183,473 |
|
|
|
(7,623 |
) |
Due to related parties |
|
|
(95,995 |
) |
|
|
4,005 |
|
Due from related party |
|
|
(267,137 |
) |
|
|
— |
|
Advance from related party |
|
|
267,137 |
|
|
|
— |
|
Income tax payable |
|
|
163,842 |
|
|
|
70,480 |
|
Net cash used in operating activities |
|
|
(1,519,269 |
) |
|
|
(412,861 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Deposit in Trust for extension payments |
|
|
(267,137 |
) |
|
|
— |
|
Cash withdrawn from Trust Account for tax obligations |
|
|
1,179,378 |
|
|
|
— |
|
Cash withdrawn from Trust Account in connection with redemption |
|
|
105,619,702 |
|
|
|
— |
|
Net cash provided by investing activities |
|
|
106,531,943 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from promissory note – related party |
|
|
469,000 |
|
|
|
— |
|
Redemption of common stock |
|
|
(105,619,702 |
) |
|
|
— |
|
Net cash used in financing activities |
|
|
(105,150,702 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net change in cash |
|
|
(138,028 |
) |
|
|
(412,861 |
) |
Cash, beginning of the period |
|
|
147,020 |
|
|
|
664,626 |
|
Cash, end of the period |
|
$ |
8,992 |
|
|
$ |
251,765 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash financing activities: |
|
|
|
|
|
|
|
|
Accretion to Common Stock Subject to Redemption |
|
$ |
1,878,069 |
|
|
$ |
265,087 |
|
Excise tax payable attributable to redemption of common stock |
|
$ |
1,056,197 |
|
|
$ |
— |
|
The accompanying
notes are an integral part of these unaudited condensed financial statements.
TG VENTURE ACQUISITION CORP.
NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS
Note 1 — Organization and Business
Operations
TG Venture Acquisition Corp.
(the “Company”) is a blank check company incorporated as a Delaware corporation on February 8, 2021, for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (the “Business Combination”).
As of September 30, 2023, the
Company had not commenced any operations. All activity for the period from February 8, 2021 (inception) through September 30, 2023
relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the
“IPO”).
The Company’s sponsor
is Tsangs Group Holdings Limited (the “Sponsor”). The registration statement for the Company’s IPO was declared
effective on November 2, 2021 (the “Effective Date”). On November 5, 2021, the Company consummated the IPO of 11,500,000
units (the “Units” and, with respect to the Common stock included in the Units being offered, the “Public Shares”
and the warrants included in the Units being offered, the “Public Warrants”) at $10.00 per Unit, including the full
exercise of the underwriters’ over-allotment of 1,500,000 Units, generating gross proceeds to the Company of $115,000,000,
which is discussed in Note 3.
Simultaneously with the consummation
of the IPO, the Company consummated the private placement of 5,500,000 Warrants (the “Private Placement Warrants”)
at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $5,500,000, which
is described in Note 4.
Transaction costs amounted
to $3,040,822 consisting of $1,150,000 of underwriting commissions, $575,000 of fair value of the Units issued to ThinkEquity LLC
(“ThinkEquity”), the representative of the underwriters (see Note 6), $579,110 of fair value of the Founder Shares
(as defined in Note 5) sold to advisors in excess of proceeds (see Note 5), and $736,712 of other offering costs, and was all charged
to stockholders’ equity.
While the Company’s management
has broad discretion with respect to the specific application of the cash held outside of the Trust Account (as hereinafter defined),
substantially all of the net proceeds from the IPO and the sale of the Private Placement Warrants, which are placed in the Trust
Account, are intended to be applied generally toward completing a Business Combination. The Company’s Business Combination
must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets
held in the Trust Account (excluding the taxes payable on the interest earned on the Trust Account) at the time of the signing
a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business
Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the
Company will be able to successfully effect a Business Combination.
Following the closing of the
IPO on November 5, 2021, $117,300,000 ($10.20 per Unit) from the net proceeds of the sale of Units in the IPO and a portion of
the proceeds of the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”)
located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and are invested only in U.S.
government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under
the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned
on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less
up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants
will not be released from the Trust Account until the earliest of: (a) the completion of the initial Business Combination; (b)
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: (i) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem
100% of the Public Shares if the Company does not complete the initial Business Combination within 24 months from the closing of
this offering November 5, 2023 (See Note 9, Subsequent Events); or (ii) with respect to any other provision relating to stockholders’
rights or pre-Business Combination activity; and (c) the redemption of 100% of the Public Shares if the Company is unable to complete
the initial Business Combination within the required time frame (subject to the requirements of applicable law).
Public stockholders have the
opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to voting
on the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its franchise and income taxes, divided by the number of then outstanding Public Shares, subject to the limitations
described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share.
The Company will only proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon the consummation of such
Business Combination, and, if the Company seeks public stockholder approval, a majority of the shares voted are voted in favor
of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and
the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended
and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and
Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.
If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the
Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder
approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased
during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem
their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
The Company has 24 months from the closing
of the IPO until November 5, 2023 to complete the initial Business Combination (the “Combination Period”) (See
Note 9, Subsequent Events). In connection with the Extension (defined below), the Sponsor will deposit monthly extension
payments into the Trust Account on each of May 5, 2023 and on the 5th day of each subsequent month until November 5,
2023. As of the date hereof, six monthly extension payments, in the aggregate principal amount of $320,564, have been deposited
into the Trust Account. As such, the termination date was extended to December 5, 2023. If the Company is unable to complete the
initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of
winding up; (ii) as promptly as reasonably possible, but no more than ten business days thereafter subject to lawfully available
funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with
respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the
Combination Period.
The initial stockholders, Sponsor, executive
officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) to waive
their redemption rights with respect to their Founder Shares if we are forced to liquidate; (ii) to waive their redemption rights
with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the Company’s initial Business Combination or certain amendments to the charter prior thereto
or to redeem 100% of the Company’s Public Shares if the Company does not complete the initial Business Combination within
the Combined Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity; and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares
if the Company fails to complete the 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
the initial Business Combination within the Combination Period; (iv) the Founder Shares are shares of the Company’s Class
B common stock that will automatically convert into shares of the Company’s Class A common stock at the time of the initial
Business Combination, on a one-for-one basis, subject to adjustment as described herein, and (v) are entitled to registration rights.
If the Company submits the initial Business Combination to the public stockholders for a vote, the initial stockholders, officers
and directors have agreed pursuant to the letter agreement to vote any shares held by them and any Public Shares purchased during
or after this offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share; and
(ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less
than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will
not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s
indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However,
the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified
whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets
are securities of the Company. Therefore, the Company cannot assent that the Sponsor would be able to satisfy those obligations.
None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation,
claims by vendors and prospective target businesses.
Proposed Business Combination
On December 5, 2022, the Company entered into
a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) The Flexi Group Limited, a
business company with limited liability incorporated under the laws of the British Virgin Islands (the “Flexi”), (ii)
The Flexi Group Holdings, Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands
and a direct wholly owned subsidiary of Flexi (“PubCo” and, together with Flexi, the “Flexi Group”), (iii)
The Flexi Merger Co. Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands
and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), and (iv) Flexi Merger Co. LLC, a Delaware limited liability
company and a direct wholly owned subsidiary of PubCo (“Merger Sub 2” and, Merger Sub 2, PubCo and Merger Sub 1, each,
individually, an “Acquisition Entity”).
Capitalized terms used in this section, but
not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
Pursuant to the Business Combination Agreement,
subject to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Flexi (the “Initial Merger”),
whereby the separate existence of Merger Sub 1 will cease and Flexi will be the surviving entity of the Initial Merger and become
a wholly owned subsidiary of PubCo, and (ii) following confirmation of the effective filing of the documents required to implement
the Initial Merger, Merger Sub 2 will merge with and into TGVC (the “SPAC Merger” and together with the Initial Merger,
the “Mergers”), the separate existence of Merger Sub 2 will cease and the Company will be the surviving entity of the
SPAC Merger and a direct wholly owned subsidiary of PubCo.
As a result of the Mergers, among other things,
(i) each outstanding Flexi Ordinary Share will be cancelled in exchange for the right to receive such number of PubCo Ordinary
Shares that is equal to the Company Exchange Ratio, (ii) each outstanding SPAC Unit will be automatically detached and the holder
thereof will be deemed to hold one share of SPAC Class A Common Stock and one SPAC Warrant, (iii) each outstanding share of SPAC
Class B Common Stock will automatically convert into SPAC Class A Common Stock, (iv) each outstanding share of SPAC Class A Common
Stock will be cancelled in exchange for the right to receive such number of PubCo Ordinary Shares that is equal to the SPAC Exchange
Ratio, and (v) each outstanding SPAC Warrant will be assumed by PubCo and converted into a warrant to purchase PubCo Ordinary Shares
(each, an “Assumed SPAC Warrant”).
Amendments to Business Combination Agreement
On August 10, 2023, the Company entered into
an amendment (the “First Amendment”) to the Business Combination Agreement (the “Business Combination Agreement”),
dated December 5, 2022. The First Amendment revises the earnout periods set forth in the Business Combination Agreement to provide
that Flexi shareholders may receive earnout shares based on PubCo revenue targets achieved during the first two full fiscal years
following the closing of the business combination to be effected pursuant thereto.
Earnout
The Business Combination Agreement, subject
to the terms and conditions set forth therein, provides that Flexi shareholders as of the Initial Merger will have the right to
receive up to an aggregate of 2,900,000 additional PubCo Ordinary Shares based on the total annual revenues of PubCo in each of
the two fiscal years following the Closing Date.
Representations, Warranties
and Covenants
The Business Combination Agreement
contains customary representations and warranties of the parties, which will not survive the Closing. Many of the representations
and warranties are qualified by materiality or Company Material Adverse Effect (with respect to Flexi) or SPAC Material Adverse
Effect (with respect to the Company). “Material Adverse Effect” as used in the Business Combination Agreement means
with respect to Flexi or the Company, as applicable, any event, state of facts, development, change, circumstance, occurrence or
effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i)
the business, assets and liabilities, results of operations or financial condition of the applicable party and its subsidiaries,
taken as a whole or (ii) the ability of such party or any of its subsidiaries to consummate the Transactions, in each case subject
to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained
in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination
Agreement.
The Business Combination Agreement
also contains pre-closing covenants of the parties, including obligations of the parties to operate their respective businesses
in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written
consent of the other applicable parties, in each case, subject to certain exceptions and qualifications. Additionally, the parties
have agreed not to solicit, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement.
The covenants do not survive the Closing (other than those that are to be performed after the Closing).
As promptly as practicable
after the execution of the Business Combination Agreement, the Company and PubCo have agreed to prepare and file with the SEC,
a Registration Statement on Form F-4 (as amended, the “F-4 Registration Statement”) in connection with the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and issuance of the PubCo Ordinary
Shares and Assumed SPAC Warrants to be issued pursuant to the Business Combination Agreement The F-4 Registration Statement will
contain a proxy statement/prospectus for the purpose of (i) the Company soliciting proxies from its shareholders to approve the
Business Combination Agreement, the Transactions and related matters (the “the Company Shareholder Approval”) at a
special meeting of the Company shareholders (the “Shareholder Meeting”), (ii) providing the Company’s shareholders
an opportunity, in accordance with its organizational documents and initial public offering prospectus, to redeem their shares
of SPAC Class A Common Stock (collectively, the “Redemptions”), and (iii) PubCo’s offering and issuance of the
PubCo Ordinary Shares and Assumed Warrants in connection with the Transactions. PubCo filed the initial F-4 Registration Statement
on February 13, 2023.
PubCo agreed to take all action
within its power so that effective at the Closing, the board of directors of PubCo will consist of no less than five individuals,
two of whom may be designated by the Sponsor, and a majority of whom shall be independent directors in accordance with Nasdaq requirements,
and which shall comply with all diversity requirements under applicable Law.
In addition, prior to Closing,
PubCo agreed to amend and restate its Memorandum of Association and Articles of Association (the “PubCo Governing Documents”).
The PubCo Governing Documents will include customary provisions for a memorandum of association and articles of association of
a British Virgin Islands publicly traded company that is traded on Nasdaq.
Conditions to the Parties’ Obligations
to Consummate the Mergers
Under the Business Combination Agreement, the
parties’ obligations to consummate the Transactions are subject to a number of customary conditions for special purpose acquisition
companies, including, among others, the following: (i) the approval of the Mergers and the other shareholder proposals required
to approve the Transactions by the Company’s and Flexi’s shareholders, (ii) all specified approvals or consents (including
governmental and regulatory approvals) have been obtained and all waiting, notice, or review periods have expired or been terminated,
as applicable, (iii) the effectiveness of the F-4 Registration Statement, (iv) PubCo’s initial listing application with Nasdaq
shall have been conditionally approved and, immediately following the Closing, PubCo shall satisfy any applicable initial and continuing
listing requirements of Nasdaq and PubCo shall not have received any notice of non-compliance therewith, and (v) the PubCo Ordinary
Shares and Assumed SPAC Warrants having been approved for listing on Nasdaq, subject to round lot holder requirements.
In addition to these customary closing conditions,
the Company must also hold net tangible assets of at least $5,000,001 immediately prior to Closing, net of Redemptions and liabilities
(including the Company’s transaction expenses).
The obligations of the Company to consummate
the Transactions are also subject to, among other things (i) the representations and warranties of Flexi and of each Acquisition
Entity being true and correct, subject to the materiality standards contained in the Business Combination Agreement, (ii) material
compliance by Flexi and each Acquisition Entity with its pre-closing covenants, and (iii) the absence of a Company Material Adverse
Effect.
In addition, the obligations of Flexi to consummate
the Transactions are also subject to, among other things (i) the representations and warranties of the Company being true and correct,
subject to the materiality standards contained in the Business Combination Agreement, (ii) material compliance by the Company with
its pre-closing covenants, and (iii) the absence of a SPAC Material Adverse Effect.
Termination Rights
The Business Combination Agreement contains
certain termination rights, including, among others, the following: (i) upon the mutual written consent of the Company and Flexi,
(ii) if the consummation of the Transactions is prohibited by governmental order, (iii) if the Closing has not occurred on or before
November 5, 2023, (iv) in connection with a breach of a representation, warranty, covenant or other agreement by Flexi or the Company
which is not capable of being cured or is not cured within 30 days after receipt of notice of such breach, (v) by either the Company
or Flexi if the board of directors of the other party publicly changes its recommendation with respect to the Business Combination
Agreement and Transactions and related shareholder approvals under certain circumstances detailed in the Business Combination Agreement,
(vi) by either the Company or Flexi if the Shareholder Meeting is held and the Company Shareholder Approval is not received, (vii)
by the Company if the requisite Company Audited Financial Statements and PCAOB-compliant unaudited financials of Flexi for the
first, second and third quarters of 2022 (to the extent required in accordance with the Business Combination Agreement) have not
been delivered by January 4, 2023, with respect to the first and second quarters, and January 16, 2023, with respect to the third
quarter, or (viii) by the Company if Flexi does not receive the written consent of its shareholders to the Business Combination
Agreement and related approvals within five business days after the F-4 Registration Statement has become effective. The shareholder
approval received at the Special Meeting of Shareholders held on May 4, 2023, effectively extended the date that the Closing must
occur to November 5, 2023. (See Note 9, Subsequent Events)
None of the parties to the Business Combination
Agreement are required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the
Business Combination Agreement. However, each party will remain liable for willful and material breaches of the Business Combination
Agreement prior to termination.
Trust Account Waiver
Flexi and each Acquisition Entity agreed that
it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Company’s
trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account
(including any distributions therefrom).
The Business Combination Agreement is filed
as Exhibit 2.1 to this Annual Report on Form 10-K and the foregoing description thereof is qualified in its entirety by reference
to the full text of the Business Combination Agreement. The Business Combination Agreement provides investors with information
regarding its terms and is not intended to provide any other factual information about the parties. In particular, the assertions
embodied in the representations and warranties contained in the Business Combination Agreement were made as of the execution date
of the Business Combination Agreement only and are qualified by information in confidential disclosure schedules provided by the
parties to each other in connection with the signing of the Business Combination Agreement. These disclosure schedules contain
information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Business Combination
Agreement. Moreover, certain representations and warranties in the Business Combination Agreement may have been used for the purpose
of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations
and warranties in the Business Combination Agreement as characterizations of the actual statements of fact about the parties.
Shareholder Support Agreement
Contemporaneously with the execution of the
Business Combination Agreement, PubCo, Flexi and certain Flexi shareholders entered into a Shareholder Support Agreement, pursuant
to which, among other things, certain Flexi shareholders agreed (i) to vote their Flexi shares in favor of the Business Combination
Agreement (including by execution of a written consent), the Mergers and the other Transactions, (ii) to waive any rights to seek
appraisal or rights of dissent in connection with the Business Combination Agreement, the Mergers and the transactions contemplated
thereby; and (iii) to consent to the termination of all shareholder agreements with Flexi (with certain exceptions), effective
at Closing, subject to the terms and conditions contemplated by the Shareholder Support Agreement. Flexi shareholders party to
the Shareholder Support Agreement collectively have a sufficient number of votes to approve the Business Combination Agreement,
the Mergers and the other Transactions.
The Shareholder Support Agreement and all of
its provisions will terminate and be of no further force or effect upon the earlier of the Closing and termination of the Business
Combination Agreement pursuant to its terms. Upon such termination of the Shareholder Support Agreement, all obligations of the
parties under the Shareholder Support Agreement will terminate; provided, however, that such termination will not relieve any party
thereto from liability arising in respect of any breach of the Shareholder Support Agreement prior to such termination.
Sponsor Support Agreement
Contemporaneously with the execution of the
Business Combination Agreement, the Company entered into a Sponsor Support Agreement with the Sponsor, PubCo, Flexi, and certain
members of the Company’s board of directors and management team (the “Holders”), pursuant to which, among other
things, the Sponsor and the Holders agreed to vote their the Company shares in favor of the Business Combination Agreement (including
by execution of a written consent), the Mergers and the other Transactions, subject to the terms and conditions contemplated by
the Sponsor Support Agreement.
The Sponsor Support Agreement and all of its
provisions will terminate and be of no further force or effect upon the earlier to occur of Closing and termination of the Business
Combination Agreement pursuant to its terms.
Lock-Up Agreement
Concurrently with the execution of the Business
Combination Agreement, the Company and PubCo entered into separate Lock-Up Agreements (each a “Lock-Up Agreement”)
with Sponsor, certain members of the Company’s board of directors and management team, and certain Flexi shareholders, pursuant
to which 95% of the PubCo Ordinary Shares to be received by such shareholders will be locked-up and subject to transfer restrictions
for a period of time following the Closing, as described below, subject to certain exceptions. That portion of the securities held
by such shareholders will be locked-up until the earliest of: (i) the six month anniversary of the date of the Closing, (ii) subsequent
to the Business Combination, if the last sale price of PubCo Ordinary Shares equals or exceeds $12.00 per share (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 date of the Business Combination, and (iii) the date after the Closing on which PubCo completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of PubCo’s
shareholders having the right to exchange their equity holdings in PubCo for cash, securities or other property.
Registration Rights Agreement
Concurrently with the execution of the Business
Combination Agreement, PubCo entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with
Sponsor and certain Flexi shareholders pursuant to which, among other things, PubCo agreed to provide Sponsor and such shareholders
with certain rights relating to the registration for resale under the Securities Act of the PubCo Ordinary Shares and Assumed Warrants
that they received in the Mergers.
Forms of the foregoing agreements related to
the Business Combination Transaction are filed as exhibits to this Annual Report, and the foregoing description thereof is qualified
in its entirety by reference to the full text of the respective agreement.
The transaction is expected to be completed
in the fourth quarter of 2023, subject to regulatory approvals and other customary closing conditions. After closing, The Flexi
Group’s ordinary shares are expected to trade on the Nasdaq Stock Market LLC under ticker symbol FLXG.
Shareholder Approval – Charter
Amendments
The Company held a special meeting of stockholders
(the “Special Meeting”) on May 4, 2023. At the Special Meeting, shareholders approved the following proposals:
Proposal No. 1 — The
Charter Amendment Proposal — to amend our Amended and Restated Certificate of Incorporation (our “Charter”)
to extend the time period we have to consummate a business combination (the “Combination Period”) for an additional
six months, from May 5, 2023 to November 5, 2023 (such new date, the “Extended Date” and such amendment, the “Charter
Amendment”); and,
Proposal No. 2 — The
Trust Amendment Proposal — to amend the Investment Management Trust Agreement, dated November 2, 2021, by and between
Continental Stock Transfer & Trust Company and the Company (the “Trust Agreement”), to extend the Combination
Period for an additional six months, from May 5, 2023 to November 5, 2023 (the “Trust Amendment” and together
with the Charter Amendment, the “Extension”). (See Note 9, Subsequent Events)
Pursuant to our Charter, we provided the holders of
shares of our Class A common stock (the “Public Shares” and such holders, the “Public Stockholders”) originally
sold as part of the Units issued in our IPO (the “IPO”) with the opportunity to redeem, in connection with
the Charter Amendment Proposal and the Trust Amendment Proposal (the “Election”), their Public Shares for a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by us and Continental Stock
Transfer & Trust Company (“CST”) to hold the proceeds of the IPO (the “Trust Account”), including interest
not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
On April 30, 2023,
we and our Sponsor entered into an agreement (the “Non-Redemption Agreement”) with Bulldog Investors, LLP (“Bulldog”)
and Phillip Goldstein (“Goldstein” and, together with Bulldog, the “Investors”) in exchange for the Investors
agreeing not to redeem shares of the Company’s Class A common stock sold in the Company’s IPO (the “Public Shares”)
at the Special Meeting. The Non-Redemption Agreement provides for, among other things, the Sponsor to pay approximately
$ to the Investors in exchange for the Investors agreeing to hold and not redeem certain Public Shares at the Special Meeting.
Holders of 10,164,304 shares of the Company’s
Common Stock exercised their right to redeem their shares (and did not withdraw their redemption), which represents approximately
88% of the shares that were part of the shares that were sold in the Company’s IPO, for a cash redemption price of approximately
$10.39 per share, or an aggregate redemption amount of $105,619,702. Following such redemptions, approximately $13,879,535 will
remain in the trust account and 1,335,696 shares of Common Stock will remain issued and outstanding. Accordingly, all of the obligations
of the parties to the Non-Redemption Agreement were fulfilled.
Additionally, pursuant
to the Non-Redemption Agreement, the Company has agreed that until the earlier of (a) the consummation of the Company’s
initial business combination; (b) the liquidation of the trust account; and (c) 24 months from consummation of the Company’s
IPO, the Company will maintain the investment of funds held in the trust account in interest-bearing United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury
obligations. The Company has also agreed that it will not use any amounts in the trust account, or the interest earned thereon,
to pay any excise tax that may be imposed on the Company pursuant to the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) (the
“Inflation Reduction Act”) due to any redemptions of public shares at the Special Meeting, including in connection
with a liquidation of the Company if it does not effect a business combination prior to its termination date by the Company (see
Note 6). The Non-Redemption Agreement is not expected to increase the likelihood that the Extension Proposals are approved
by stockholders but will increase the amount of funds that remain in the Company’s trust account following the Special Meeting.
In connection with
the Non-Redemption Agreement, the Company amended its advisory agreement with ThinkEquity LLC and agreed to pay ThinkEquity LLC
an advisory fee of $50,000.
Also, in connection
with the Non-Redemption Agreement, a director of the Company agreed to provide a loan to the Sponsor in the principal amount of
approximately $.
Liquidity, Capital Resources, and Going Concern
The Company’s liquidity
needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the
Founder Shares and the loan under an unsecured promissory note from the Sponsor of up to $400,000 (see Note 5) which was fully
repaid on December 31, 2021. Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through
the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. As of September
30, 2023, the Company had $8,992 in its operating bank account and working capital deficit of $5,555,095.
In addition, in order to finance
transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain
of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined
below (see Note 5). As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital
Loans.
The Company expects to incur
significant costs in pursuit of its acquisition plans. Based on the foregoing, management believes that the Company will not have
sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination
or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target
businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating
and consummating the Business Combination.
On March 16, 2023, the Sponsor
issued a promissory note allowing the Company to borrow up to $3,000,000 under an unsecured promissory note to be used to defray
expenses in connection with the proposed Business Combination. The promissory note is payable on the date on which the Company
consummates its initial Business Combination. $350,000 in previously advanced fund from the Sponsor is included as part of the
principal of the promissory note and is therefore not available for further use by the Company (see Note 5).
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going
Concern,” management has determined that the Company’s business plan is dependent on the completion of the Business
Combination, the Company’s existing cash and working capital as of September 30, 2023 are not sufficient to complete its
planned activities for a reasonable period of time, and the date for mandatory liquidation and dissolution raises substantial doubt
about the Company’s ability to continue as a going concern through December 5, 2023, the scheduled liquidation date of the
Company if it does not complete a Business Combination prior to such date. These conditions also raise substantial doubt about
the Company’s ability to continue as a going concern for a period of time within one year after the date that these unaudited
financial statements are issued. Management plans to address this uncertainty through a Business Combination as discussed above.
There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination
Period. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
In February 2022, the Russian
Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including
the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action
and related sanctions on the world economy are not determinable as of the date of these unaudited financial statements. The specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date
of these unaudited financial statements.
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.
Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been
condensed or omitted, pursuant to the rules and regulations of the 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 management, the accompanying unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash
flows for the periods presented.
The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31,
2022 as filed with the SEC on March 29, 2023, which contains the audited financial statements and notes thereto. The interim results
for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year
ending December 31, 2023 or for any future interim periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent
registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and 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 statement with another public company
which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the unaudited financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements. Making
estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the unaudited 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. The significant accounting estimate reflected in the Company’s
unaudited financial statements includes, but is not limited to, valuation of Founder Shares.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $8,992 and $147,020
as of September 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of September 30,
2023 and December 31, 2022.
Investments Held in Trust Account
As of September 30, 2023 and December 31, 2022,
substantially all of assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury
securities.
During the period ended September 30, 2023,
the Company withdrew $1,179,378 of the interest income from the Trust Account to pay its tax obligations and $105,619,702 from
the Trust Account in connection with redemptions. Additional withdrawals may occur in future period as permitted under the Trust
Agreement.
A decline in the market value of held-to-maturity
securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such
securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine
whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment
until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence
to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration
of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition
in the geographic area or industry in which the investee operates.
Premiums and discounts are amortized or accreted over the life of
the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion
are included in the “interest income” line item in the statements of operations. Interest income is recognized when
earned.
Deferred Offering Costs
The Company complies with the
requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
340-10-S99-1, “Other Assets and Deferred Costs”. Deferred offering costs consists of legal, accounting, underwriting
fees and other costs incurred through the balance sheet date that are directly related to the Public Offering. Offering costs are
allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total
proceeds received. Upon closing of the IPO on November 5, 2021, offering costs associated with the Class A common stock and the
warrants were charged to stockholders’ equity. Upon the IPO on November 5, 2021 offering costs amounted to $3,040,822, all
of which was allocated to stockholders’ equity.
Share Based Compensation
The Company complies with ASC
718 Compensation- Stock Compensation, regarding interests in founder shares acquired by directors and advisors of the Company as
compensation. The interests in the founder shares vested upon the Company completing the initial public offering and compensation
expense has been recorded accordingly at that date based upon the initial grant date fair value. The determination of the fair
value of the share-based compensation awards represents a significant estimate within the financial statements. The fair value
is based upon a Monte Carlo valuation that considers the probability of an initial public offering, business combination and other
risk factors.
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Fair Value Measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at
the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|
|
● |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
|
|
● |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Class A Common Stock Subject to Possible
Redemption
The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured
at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject
to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption
value as temporary equity, outside of the stockholders’(deficit) equity section of the Company’s balance sheets.
The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal
the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were
also the redemption date for the security. Effective with the closing of the IPO, the Company recognized the accretion from initial
book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated
deficit. There was $1,878,069 increase in the redemption value at September 30, 2023 since the interest earned to date from marketable
securities held in Trust Account exceed the franchise taxes incurred and provision for income taxes to date. The dissolution expense
of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in
the event of the Company’s liquidation.
At September 30, 2023 and December 31, 2022,
the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table:
Schedule of reconciliation | |
| | |
Gross proceeds | |
$ | 115,000,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (6,725,456 | ) |
Issuance cost of redeemable Class A common stock | |
| (3,040,822 | ) |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 13,075,318 | |
Class A common stock subject to possible redemption, December 31, 2022 | |
| 118,309,040 | |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 939,298 | |
Class A common stock subject to possible redemption, March 31, 2023 | |
| 119,248,338 | |
Less: | |
| | |
Redemptions | |
| (105,619,702 | ) |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 669,929 | |
Class A common stock subject to possible redemption, June 30, 2023 | |
| 14,298,565 | |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 268,842 | |
Class A common stock subject to possible redemption, September 30, 2023 | |
$ | 14,567,407 | |
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 FASB
ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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.
Warrants
The Company accounts for warrants as either
equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable
authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815.
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of
a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815,
including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially
require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for
equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period
end date while the warrants are outstanding.
If the stock subject to mandatory redemptions
provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statements
of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish
the instruments from other financial statement liabilities. The Company concludes that the Company’s warrants defined in
Note 7 do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants
are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company
accounts for the 11,500,000 Public Warrants (Note 3) and 5,500,000 Private Placement Warrants (Note 4) as equity-classified instruments.
Net (Loss) Income Per
Common Share
The Company complies with accounting
and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share is computed by
dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. The Company
has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared
pro rata between the two classes of shares. The Company had not considered the effect of the Private Placement to purchase an aggregate
of 5,500,000 of Class A common stock in the calculation of diluted (loss) income per share, since their exercise is contingent
upon future events. As a result, diluted net (loss) income per common stock is the same as basic net loss per common stock. The
table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per
share for each class of common stock.
Reconciliation of Net
(Loss) Income per Common Stock
Basic and diluted net (loss)
income per share for Class A common stock and for Class B common stock is calculated as follows:
Schedule of earnings per share, basic and diluted | |
| | | |
| | |
| |
For the Three Months Ended September 30, |
| |
2023 | |
2022 |
Net (Loss) Income per share for Class A common stock: | |
| | | |
| | |
Allocation of net (loss) income to Class A common stock | |
$ | (238,358 | ) | |
$ | 187,458 | |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class A common stock | |
| 1,335,696 | | |
| 11,557,500 | |
Basic and diluted net (loss) income per share | |
$ | (0.18 | ) | |
$ | 0.02 | |
| |
| | | |
| | |
Net (Loss) Income per share for Class B common stock: | |
| | | |
| | |
Allocation of net (loss) income to Class B common stock | |
$ | (515,574 | ) | |
$ | 46,861 | |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class B common stock | |
| 2,889,149 | | |
| 2,889,149 | |
Basic and diluted net (loss) income per share | |
$ | (0.18 | ) | |
$ | 0.02 | |
| |
For the Nine Months Ended September 30, |
| |
2023 | |
2022 |
Net Loss per share for Class A common stock: | |
| | | |
| | |
Allocation of net loss to Class A common stock | |
$ | (1,144,521 | ) | |
$ | (110,509 | ) |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class A common stock | |
| 6,399,232 | | |
| 11,557,500 | |
Basic and diluted net loss per share | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Net Loss per share for Class B common stock: | |
| | | |
| | |
Allocation of net loss to Class B common stock | |
$ | (516,733 | ) | |
$ | (27,625 | ) |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class B common stock | |
| 2,889,149 | | |
| 2,889,149 | |
Basic and diluted net loss per share | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
Income Taxes
The Company accounts for income taxes under
ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities
and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires
a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be
realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance
recorded against it.
ASC 740-270-25-2 requires that an annual effective
tax rate be determined, and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5.
The Company’s effective tax rate was (3.98%) and 22.75% for the three months ended September 30, 2023 and 2022, respectively,
and (35.15%) and (104.18%) for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs
from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes in the valuation
allowance on the deferred tax assets.
While ASC 740 identifies usage of an 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 effective tax rate for the Company is complicated due to the potential
impact of the timing of any 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 expense in a current period based on ASC 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 reasonable 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 usual elements that can impact its annualized book income and its impact on the effective
tax rate. As such, the Company is computing its taxable income (or loss) and associated income tax provision based on actual results
through September 30, 2023.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position 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.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure
and transition.
The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued
for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions
and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.
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 Deposit Insurance Corporation coverage of $250,000. At December 31, 2022 and 2021, the Company had not experienced losses
on this account. As of September 30, 2023 and December 31, 2022, the Company had $8,992 and $147,020, respectively, in its cash
account.
Recent Accounting Standards
Management does not believe that any other
recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
unaudited financial statements.
Note 3 — Initial Public Offering
On November 5, 2021, the Company sold 11,500,000
Units, including the full exercise of the underwriters’ over-allotment option to purchase 1,500,000 Units, at a purchase
price of $10.00 per Unit. Each unit consists of one Public Share, an aggregate of 11,500,000 Public Shares, and one redeemable
Public Warrant, an aggregate of 11,500,000 Public Warrants. Each Public Warrant entitles the holder to purchase one share of Class
A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
Note 4 — Private Placement
Simultaneously with the closing of the IPO,
the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement,
for an aggregate purchase price of $5,500,000. Each Private Placement Warrant entitles the holder thereof to purchase one share
of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments (see Note 7), and will expire
worthless if the Company does not complete the initial Business Combination.
The Private Placement Warrants are identical
to the Public Warrants except that they will not be transferable, assignable or saleable until 30 days after the Business Combination
except to certain permitted transferees.
Note 5 — Related Party Transactions
Founder Shares
In 2021, the Sponsor and other founders (the
“Initial Stockholder”) paid $ in exchange for shares of Common stock (the “Founder Shares”).
The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum
of 11,500,000 Units if the underwriter’s over-allotment option was exercised in full, and therefore that such Founder Shares
represent 20% of the outstanding shares after the IPO.
Two of the initial stockholders, TriPoint Capital
Management, LLC (“TriPoint”), a Delaware limited liability company, and HFI Limited (“HFI”), a Cayman Islands
company, serve in an advisory capacity to the Sponsor with the Company being a primary beneficiary, and their participation in
the purchase of Founder Shares is considered as part of their compensation as advisors. Accordingly, upon consummation of the IPO
on November 5, 2021, the Company recorded the excess fair value above the purchase price of the 300,000 Founder Shares purchased
by TriPoint and HFI as an offering cost of $579,110, which were charged to stockholders’ equity.
On November 2, 2021, the Sponsor entered into
an Agreement with the
The Initial Stockholders have agreed not to
transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (A) nine months after the completion of the
initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the 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 initial Business Combination,
or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities
or other property, except with respect to permitted transferees.
Due from Related Party
Pursuant to the approval of the Charter Amendment
Proposal and the Trust Amendment Proposal the Sponsor will deposit extension-related contributions into the Trust Account. During
the nine months ended September 30, 2023, the Company contributed $267,137 on behalf of the Sponsor to extend the termination date.
As of September 30, 2023 and December 31, 2022, there were $267,137 and $0, respectively, outstanding under due from related party.
Advance from Related Party
On May 10, 2023, pursuant to the approval of
the Charter Amendment Proposal and the Trust Amendment Proposal the contributions made by Sponsor to the Trust Account to extend
the termination date will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable upon consummation
of an initial Business Combination. As of September 30, 2023, the Company has contributed $267,137 to the Trust Account in which
will be reimbursed by Sponsor.
Promissory Note — Related Party
The Sponsor issued a promissory note allowing
the Company to borrow up to $400,000 under an unsecured promissory note to be used for a portion of the expenses of the IPO. The
Company had borrowed $227,690 under the promissory note. At December 31, 2021, the Company fully repaid the outstanding promissory
note.
On March 16, 2023, the Sponsor issued a promissory
note allowing the Company to borrow up to $3,000,000 under an unsecured promissory note to be used to defray expenses in connection
with the proposed Business Combination. The promissory note is payable on the date on which the Company consummates its initial
Business Combination. $350,000 in previously advanced fund from the Sponsor is included as part of the principal of the promissory
note and is therefore not available for further use by the Company. At September 30, 2023 and December 31, 2022, the Company has
$469,000 and $0 outstanding promissory notes, respectively.
Due to Related Parties
As of September 30, 2023 and December 31, 2022,
there were $10,220 and $106,215, respectively, outstanding under due to related parties including the monthly administrative service
fee.
Working Capital Loans
The Sponsor has committed that they are willing
and able to provide the Company with any additional funds it needs to carry out its operations. In order to finance transaction
costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s
officers and directors have committed to loan the Company funds as may be required (the “Working Capital Loans”). If
the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust
Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the
event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the
Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up
to $3,000,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price
of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the
Sponsor. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.
Administrative Service Fee
The Company entered into an administrative
services agreement on November 2, 2021, pursuant to which the Company will pay an affiliate of the Sponsor, $445 per month for
office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the
Company’s liquidation, the Company will cease paying these monthly fees. Total expense under the administrative services
agreement during the three and nine months ended September 30, 2023, were $1,335 and $4,005, respectively. Total expense under
the administrative services agreement during the three and nine months ended September 30, 2022, were $1,335 and $4,005, respectively.
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private
Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock
issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital
Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the Effective Date of the registration statement of which this prospectus forms a part, requiring the
Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common
stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company
registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the Company’s completion of the initial Business Combination.
Underwriting Agreement
On November 5, 2021, the Company paid a cash
underwriting discount of 1.0% per Unit, or $1,150,000. In addition, the underwriting agreement provides the option to purchase
up to 1,500,000 additional Units to cover any over-allotments, if any, at the Proposed Public Offering price of $10.00 less the
underwriting discount of 1%. The over-allotment was exercised in full upon the IPO on November 5, 2021.
Representative Units
Simultaneous with the closing of the IPO, the
Company issued to ThinkEquity, as part of representative compensation upon the consummation of the IPO, 57,500 Representative Units
(the “Representative Units”). The Representative Units consist of one share of Class A common stock and one redeemable
warrant to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Representative
Units are identical to the Units except, and so long as the Representative Units are held by ThinkEquity (and/or its designees)
or its permitted transferees, they (i) may not (including the Class A common stock issuable upon exercise of the warrants), subject
to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial
Business Combination, (ii) may be exercised by the holders on a cashless basis, (iii) will be entitled to registration rights and
(iv) will not be exercisable more than five years from the Effective Date of the registration statement of which this prospectus
forms a part in accordance with FINRA Rule 5110(f)(2)(G)(i). ThinkEquity has agreed (i) to waive its redemption rights with respect
to the warrants underlying the Representative Units in connection with the completion of the initial Business Combination and (ii)
to waive its rights to liquidating distributions from the Trust Account with respect to such warrants if the Company fails to complete
the initial Business Combination within 24 months from the closing of the IPO.
Advisory Services Agreement
On December 23, 2022, the Company entered into
an agreement with ThinkEquity to provide financial advisory services in connection with the proposed Business Combination with
The Flexi Group Ltd. The Company shall pay ThinkEquity an advisory fee for the Advisory Services in an amount equal to greater
of either (i) 4.0% of the net funds from the Company’s Trust Account after investor redemptions, or (ii) $300,000, which
fee shall be due and payable in immediately available funds on the day of closing of the proposed Business Combination. In addition
to any fees which may be payable to ThinkEquity under the agreement, the Company shall reimburse ThinkEquity, upon reasonable request
made from time to time, for its reasonable and documented out-of-pocket expenses incurred in connection with the Advisory Services
up to a maximum of $15,000, including, but not limited to, the reasonable and documented fees and disbursements of ThinkEquity’s
legal counsel.
In connection with
the Non-Redemption Agreement, the Company amended its advisory agreement with ThinkEquity LLC and agreed to pay ThinkEquity LLC
an advisory fee of $50,000.
Inflation Reduction Act
of 2022
On August 16, 2022, the Inflation
Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new
U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic
subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing
corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the
fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax,
repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department
of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and
prevent the abuse or avoidance of the excise tax.
On May 10, 2023, the Company’s
stockholders redeemed 10,164,304 shares of Class A shares of common stock for a total of $105,619,702. The Company evaluated the
classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss
contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of
a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate
treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023
and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2023, the Company recorded
$1,056,197 of excise tax liability calculated as 1% of shares redeemed on May 10, 2023.
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. As of 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 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. At September
30, 2023 and December 31, 2022, there were 57,500 shares of Class A common stock issued and outstanding (excluding 1,335,696 and
11,500,000 shares of Class A common stock subject to possible redemption, respectively).
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. At September
30, 2023 and December 31, 2022, there were 2,889,149 shares of Class B common stock issued and outstanding.
The shares of Class B common stock will automatically
convert into shares of the Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject
to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment
as provided herein.
Warrants – At September
30, 2023 and December 31, 2022, 11,500,000 Public Warrants and 5,500,000 Private Placement Warrants are currently outstanding.
Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share,
subject to adjustment as described herein. 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 the initial Business Combination at a Newly
Issued 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 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, prior to such issuance), (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 the
initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z)
The Market Value (defined as the volume weighted average reported trading price of Class A Common Stock for twenty trading days
starting on the trading day prior to the date of the consummation of the initial Business Combination) 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 described above will be adjusted (to the nearest
cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
Each warrant is exercisable at any time commencing
on the later of 30 days after the completion of an initial business combination and 12 months from the closing of the IPO and terminating
at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company
consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in the Warrant Agreement
and (iii) the liquidation of the Trust Account (the “Expiration Date”). The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty
(20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension
shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as
any Private Warrant is held by the Sponsor and/or their designees, such Private Warrant may not be exercised after five years from
the Effective Date of the Registration Statement. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration
date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On
the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.
The Company will not be obligated to deliver
any shares of Class A 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 with respect to the shares of Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described
below with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue 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.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder
of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event
will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the
exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely
for the share of Class A common stock underlying such Unit.
The Company is not registering the shares of
Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable
after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement
to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire
or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock
issuable upon exercise of the warrants is not effective within 60 business days after the closing of the initial Business Combination,
warrant holders may, until such time as there is an effective registration statement and during any period when the Company will
have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act or another exemption.
Redemption of warrants:
Once the warrants become exercisable, the Company
may redeem the outstanding warrants:
|
● |
In whole and not in part; |
|
|
|
|
● |
at a price of $0.01 per warrant; |
|
|
|
|
● |
upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and |
|
|
|
|
● |
if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
If the Company calls the warrants for redemption
as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management
will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on the
stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such
event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants,
multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below)
by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class
A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent
to the holders of warrants. If the Company’s management takes advantage of this option, the notice of redemption will contain
the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants,
including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number
of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
Note 8 — Fair Value
Measurements
The fair value of the Company’s
certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented
in the balance sheets as of September 30, 2023 and December 31, 2022. The fair values of cash and cash equivalents, prepaid assets,
accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2023 and December 31,
2022 due to the short maturities of such instruments.
The following table presents
information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September
30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine
such fair value:
Schedule of fair value on a recurring basis | |
| | | |
| | | |
| | | |
| | |
Description: | |
Level | |
September 30, 2023 | |
Level | |
December 31, 2022 |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S. Money Market Funds Held in Trust Account | |
| 1 | | |
| 14,632,141 | | |
| 1 | | |
$ | 118,956,557 | |
There were no transfers between Levels 1, 2
or 3 during the period ended September 30, 2023 and December 31, 2022.
Note 9 — Subsequent Events
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements
were issued. Except as disclosed in the footnotes elsewhere and below, the Company did not identify any subsequent events that
would have required adjustment or disclosure in the unaudited condensed financial statements.
On October 9, 2023, the Company received
a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
indicating that, based on the number of beneficial holders and holders of record of the Company’s Class A common stock (the
“Total Holders”), the Company no longer meets Listing Rule 5450(a)(2), which requires listed companies to maintain
a minimum of 400 Total Holders. Nasdaq Listing Rule 5810(c)(2)(C) provides TGVC with a period of 45 calendar days, or until November
24, 2023 (the “Compliance Date”), to submit a plan to regain compliance. Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i),
if Nasdaq accepts the Company’s compliance plan, then Nasdaq may grant an extension of up to 180 calendar days from the date
of the Notice for compliance with the Total Holders requirement. If Nasdaq does not accept the Company’s compliance plan,
then the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
On
October 25, 2023, the Company entered into a second amendment to the Advisory Agreement with ThinkEquity, dated December 23, 2022
(such amendment, the “Advisory Agreement Amendment”), pursuant to which the Company agreed to pay ThinkEquity a fee
of $40,000 in connection with ThinkEquity providing advisory services to the Company in connection with the Non-Redemption Agreement.
On October 27, 2023,
the Company and its Sponsor entered into an agreement (the ”Non-Redemption Agreement”) with Bulldog Investors,
LLP (“Bulldog”) and Phillip Goldstein (together with Bulldog, the “Investors”), in connection with the
Company’s Special Meeting (see below). The Non-Redemption Agreement provides for, among other things, the Sponsor,
or its designee, to pay up to an aggregate of $369,002 (the “Second Extension Non-Redemption Payment”) to the Investors
in exchange for the Investors agreeing to hold and to not redeem certain shares of common stock of the Company held by them (the
“Acquired Investor Shares”) if the Extension is approved and becomes effective. If the Sponsor or its designee fails
to make the Second Extension Non-Redemption Payment under the Non-Redemption Agreement (subject to a two (2) day grace period)
(such date, inclusive of the grace period, the “Liquidation Trigger Date”), then the Company will liquidate and dissolve
as soon as practicable (and not later than three (3) days) after the Liquidation Trigger Date.
In connection with
the Non-Redemption Agreement, the Company paid ThinkEquity LLC an advisory fee of $40,000.
On November 1, 2023,
the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s
stockholders approved a third amendment to the Trust Agreement (the “Third Trust Amendment”) that extends the date
by which the Company must liquidate the Trust Account established in connection with the Company’s IPO, from November 5,
2023 to May 5, 2024, as described in the Definitive Proxy Statement on Form DEF 14A filed by the Company with the SEC on October
12, 2023 (the “Proxy Statement”). Following such approval by the Company’s stockholders, the Company and CST
entered into the Third Trust Amendment on November 1, 2023.
In connection with
the Charter Amendment Proposal, holders of 467,026 shares of the Common Stock exercised their right to redeem their shares (and
did not withdraw their requests for redemption) for a cash redemption price of approximately $11.04 per share, or an aggregate
redemption amount of approximately $5.16 million. Following such redemptions, approximately $9.59 million will remain in the Trust
Account and 3,815,319 shares of Common Stock will remain issued and outstanding.
On November 1, 2023, the Company and CST entered into a fourth amendment to the Trust Agreement (the “Fourth Trust Amendment”)
to allow for the funds in the Trust Account to be held in an interest-bearing bank demand deposit account.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “TG
Venture Acquisition Corp.,” “our,” “us” or “we” refer to TG Venture Acquisition Corp.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction
with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information
contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative
of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited
to, those described in our other SEC filings.
Overview
We are a blank check company incorporated on
February 8, 2021, as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
While our efforts to identify a target business
may span many industries and regions worldwide, we intend to focus our search for prospects within the space technology, financial
technology, technology, media and telecom (“TMT”) industries and related sectors. We have not selected any specific
business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,
with any business combination target. Though our sponsor is a Hong Kong company, a majority of our management are located outside
of China (including Hong Kong and Macau) and we will not undertake our initial business combination with any entity that conducts
a majority of its business or is headquartered in China (including Hong Kong and Macau). We intend to effectuate our initial business
combination using cash from the proceeds of the IPO and the private placement of the placement warrants, the proceeds of the sale
of our shares in connection with our initial business combination (pursuant to backstop agreements we may enter into following
the consummation of the IPO or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the
owners of the target, or a combination of the foregoing.
The issuance of additional shares in connection
with an initial business combination to the owners of the target or other investors:
|
● |
may significantly dilute the equity interest of current shareholders, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock; |
|
|
|
|
● |
may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock; |
|
● |
could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
|
|
|
|
● |
may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
|
|
|
|
● |
may adversely affect prevailing market prices for our Class A common stock and/or warrants. |
Similarly, if we issue debt securities or otherwise
incur significant debt to bank or other lenders or the owners of a target, it could result in:
|
● |
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
|
|
|
|
● |
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
|
|
|
|
● |
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
|
● |
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
|
|
|
|
● |
our inability to pay dividends on our common stock; |
|
|
|
|
● |
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; |
|
|
|
|
● |
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
|
|
|
|
● |
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; |
|
|
|
|
● |
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and |
|
|
|
|
● |
other purposes and other disadvantages compared to our competitors who have less debt. |
Our sponsor is Tsangs Group Holdings Limited
(the “Sponsor”). The registration statement for our IPO was declared effective on November 2, 2021. On November 5,
2021, we consummated the IPO of 11,500,000 units (the “Units” and, with respect to the Common stock included in the
Units being offered, the “Public Shares” and the warrants included in the Units being offered, the “Public Warrants”)
at $10.00 per Unit, including the full exercise of the underwriters’ over-allotment of 1,500,000 Units. Transaction costs
amounted to $3,040,822 consisting of $1,150,000 of underwriting commissions, $575,000 of fair value of the Units issued to ThinkEquity
LLC (“ThinkEquity”), the representative of the underwriters, $579,110 of fair value of the Founder Shares sold to advisors
in excess of proceeds, and $736,712 of other offering costs, and was all charged to shareholders’ equity.
Simultaneously with the consummation of the
IPO, the Company consummated the private placement of 5,500,000 Warrants (the “Private Placement Warrants”) at a price
of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $5,500,000.
Upon the closing of the IPO and the Private
Placement, an amount of $117,300,000 ($10.20 per Unit) from the net proceeds of the sale of Units in the IPO and a portion of the
proceeds of the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”) located
in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government
securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment
Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds
held in the Trust Account that may be released to us to pay its franchise and income tax obligations (less up to $100,000 of interest
to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from
the Trust Account until the earliest of: (a) the completion of the initial Business Combination; (b) the redemption of any Public
Shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation:
(i) to modify the substance or timing of our obligation to allow redemption in connection with the initial Business Combination
or certain amendments to our charter prior thereto or to redeem 100% of the Public Shares if we are unable to complete the initial
Business Combination by May 5, 2024; or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business
Combination activity; and (c) the redemption of 100% of the Public Shares if we are unable to complete the initial Business Combination
within the required time frame (subject to the requirements of applicable law).
We have until May
5, 2024 (the “Combination Period”) to complete the initial Business Combination. In connection with the Extension (defined
below), the Sponsor will deposit monthly extension payments into the Trust Account on each of May 5, 2023 and on the 5th day of
each subsequent month until November 5, 2023. As of the date hereof, six monthly extension payments, in the aggregate principal
amount of $320,564, have been deposited into the Trust Account. As such, the termination date was extended to December 5, 2023,
which has since been extended to May 5, 2024, following a shareholder vote that occurred on November 1, 2023. If we are unable
to complete the initial Business Combination within the Combination Period, we will: (i) cease all operations except for the purpose
of winding up; (ii) as promptly as reasonably possible, but no more than ten business days thereafter subject to lawfully available
funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay
taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which
redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and the board of directors, dissolve and liquidate, subject in the case of
clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire
worthless if we fail to complete the initial Business Combination within the Combination Period.
On December 5, 2022, the Company entered into
a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) The Flexi Group Limited, a
business company with limited liability incorporated under the laws of the British Virgin Islands (the “Flexi”), (ii)
The Flexi Group Holdings, Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands
and a direct wholly owned subsidiary of Flexi (“PubCo” and, together with Flexi, the “Flexi Group”), (iii)
The Flexi Merger Co. Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands
and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), and (iv) Flexi Merger Co. LLC, a Delaware limited liability
company and a direct wholly owned subsidiary of PubCo (“Merger Sub 2” and, Merger Sub 2, PubCo and Merger Sub 1, each,
individually, an “Acquisition Entity”). Capitalized terms used in this Annual Report on Form 10-K but not otherwise
defined herein have the meanings given to them in the Business Combination Agreement.
Pursuant to the Business
Combination Agreement, subject to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Flexi
(the “Initial Merger”), whereby the separate existence of Merger Sub 1 will cease and Flexi will be the surviving entity
of the Initial Merger and become a wholly owned subsidiary of PubCo, and (ii) following confirmation of the effective filing of
the documents required to implement the Initial Merger, Merger Sub 2 will merge with and into TGVC (the “SPAC Merger”
and together with the Initial Merger, the “Mergers”), the separate existence of Merger Sub 2 will cease and TGVC will
be the surviving entity of the SPAC Merger and a direct wholly owned subsidiary of PubCo.
As a result of the
Mergers, among other things, (i) each outstanding Flexi Ordinary Share will be cancelled in exchange for the right to receive such
number of PubCo Ordinary Shares that is equal to the Company Exchange Ratio, (ii) each outstanding SPAC Unit will be automatically
detached and the holder thereof will be deemed to hold one share of SPAC Class A Common Stock and one SPAC Warrant, (iii) each
outstanding share of SPAC Class B Common Stock will automatically convert into SPAC Class A Common Stock, (iv) each outstanding
share of SPAC Class A Common Stock will be cancelled in exchange for the right to receive such number of PubCo Ordinary Shares
that is equal to the SPAC Exchange Ratio, and (v) each outstanding SPAC Warrant will be assumed by PubCo and converted into a warrant
to purchase PubCo Ordinary Shares (each, an “Assumed SPAC Warrant”).
Under the Business
Combination Agreement, the parties’ obligations to consummate the Transactions are subject to a number of customary conditions
for special purpose acquisition companies, including, among others, the following: (i) the approval of the Mergers and the other
shareholder proposals required to approve the Transactions by the Company’s and Flexi’s shareholders, (ii) all specified
approvals or consents (including governmental and regulatory approvals) have been obtained and all waiting, notice, or review periods
have expired or been terminated, as applicable, (iii) the effectiveness of the F-4 Registration Statement, (iv) PubCo’s initial
listing application with Nasdaq shall have been conditionally approved and, immediately following the Closing, PubCo shall satisfy
any applicable initial and continuing listing requirements of Nasdaq and PubCo shall not have received any notice of non-compliance
therewith, and (v) the PubCo Ordinary Shares and Assumed SPAC Warrants having been approved for listing on Nasdaq, subject to round
lot holder requirements.
In addition to these
customary closing conditions, the Company must also hold net tangible assets of at least $5,000,001 immediately prior to Closing,
net of Redemptions and liabilities (including the Company’s transaction expenses).
The transaction is expected to be completed
in the fourth quarter of 2023, subject to regulatory approvals and other customary closing conditions. After closing, The Flexi
Group’s ordinary shares are expected to trade on the Nasdaq Stock Market LLC under ticker symbol FLXG.
Recent Events
On June 22, 2023,
the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, based upon the closing bid price of the Company’s Class A common stock for the last 30 consecutive business
days and its number of publicly held shares, the Company no longer meets Nasdaq Listing Rule 5450(b)(3)(C), which requires listed
companies to maintain a minimum market value of publicly held shares (“MVPHS”) of at least $15 million.
Nasdaq Listing Rule
5810(c)(3)(D) provides a compliance period of 180 calendar days, or until December 19, 2023 (the “First Compliance Date”),
in which to regain compliance with this requirement. If the Company’s market value of publicly held shares is $15 million
or more for a minimum of 10 consecutive business days during the 180-day compliance period, Nasdaq will provide written notice
of compliance to the Company. If the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will
provide notice that the Company’s class A common stock will be subject to delisting. The Company would then be entitled to
appeal that determination to a Nasdaq hearings panel.
On August 11, 2023, the Company received a
written notice from Nasdaq indicating that the Company is no longer in compliance with the minimum Market Value of Listed Securities
(“MVLS”) of $50,000,000 required for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing
Rule 5450(b)(2)(A) (the “MVLS Requirement”). The Notice has no effect at this time on the listing of the Company’s
securities on Nasdaq.
In accordance with Nasdaq Listing Rule 5810(c)(3)(C),
the Company has a period of 180 calendar days, or until February 7, 2024 (the “Second Compliance Date,” together with
the First Compliance Date, the “Compliance Dates”), to regain compliance with the MVLS Requirement. To regain compliance,
the Company’s MVLS must close at $50,000,000 or more for a minimum of 10 consecutive business days prior to the Compliance
Date. In the event the Company does not regain compliance with the MVLS Requirement prior to the Compliance Date, Nasdaq will notify
the Company that its securities are subject to delisting, at which point the Company may appeal the delisting determination to
a Nasdaq hearings panel.
On
October 9, 2023, the Company received a written notice (the “Notice”) from Nasdaq indicating that, based on the number
of beneficial holders and holders of record of the Company’s Class A common stock (the “Total Holders”), the
Company no longer meets Listing Rule 5450(a)(2), which requires listed companies to maintain a minimum of 400 Total Holders. Nasdaq
Listing Rule 5810(c)(2)(C) provides the Company with a period of 45 calendar days, or until November 24, 2023 (the “Compliance
Date”), to submit a plan to regain compliance. Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i), if Nasdaq accepts the Company’s
compliance plan, then Nasdaq may grant an extension of up to 180 calendar days from the date of the Notice for compliance with
the Total Holders requirement. If Nasdaq does not accept the Company’s compliance plan, then the Company will have the opportunity
to appeal the decision in front of a Nasdaq Hearings Panel.
The notifications
have no immediate effect on the listing of the Company’s Class A common stock on Nasdaq Global Market. The Company intends
to actively monitor its MVPHS and MVLS between now and the respective Compliance Dates, and may, if appropriate, evaluate available
options including applying for a transfer to The Nasdaq Capital Market to resolve the deficiency and regain compliance with the
requirements. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq Global, there
can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq Global listing standards or satisfy
the requirements necessary to transfer the listing of its securities to The Nasdaq Capital Market.
Shareholder
Approval – Charter Amendments
The Company held a special meeting of stockholders
(the “Special Meeting”) on May 4, 2023. At the Special Meeting, shareholders approved the following proposals:
Proposal No. 1 — The
Charter Amendment Proposal — to amend our Amended and Restated Certificate of Incorporation (our “Charter”)
to extend the time period we have to consummate a business combination (the “Combination Period”) for an additional
six months, from May 5, 2023 to November 5, 2023 (such new date, the “Extended Date” and such amendment, the “Charter
Amendment”); and,
Proposal No. 2 — The
Trust Amendment Proposal — to amend the Investment Management Trust Agreement, dated November 2, 2021, by and between
Continental Stock Transfer & Trust Company and the Company (the “Trust Agreement”), to extend the Combination
Period for an additional six months, from May 5, 2023 to November 5, 2023 (the “Trust Amendment” and together
with the Charter Amendment, the “Extension”).
Pursuant to our Charter, we provided the holders of
shares of our Class A common stock (the “Public Shares” and such holders, the “Public Stockholders”) originally
sold as part of the Units issued in our IPO (the “IPO”) with the opportunity to redeem, in connection with
the Charter Amendment Proposal and the Trust Amendment Proposal (the “Election”), their Public Shares for a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by us and Continental Stock
Transfer & Trust Company (“CST”) to hold the proceeds of the IPO (the “Trust Account”), including interest
not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
On April 30, 2023,
we and our Sponsor entered into an agreement (the “Non-Redemption Agreement”) with Bulldog Investors, LLP (“Bulldog”)
and Phillip Goldstein (“Goldstein” and, together with Bulldog, the “Investors”) in exchange for the Investors
agreeing not to redeem shares of the Company’s Class A common stock sold in the Company’s IPO (the “Public Shares”)
at the Special Meeting. The Non-Redemption Agreement provides for, among other things, the Sponsor to pay approximately
$105,000 to the Investors in exchange for the Investors agreeing to hold and not redeem certain Public Shares at the Special Meeting.
Holders of 10,164,304 shares of the Company’s
Common Stock exercised their right to redeem their shares (and did not withdraw their redemption), which represents approximately
88% of the shares that were part of the shares that were sold in the Company’s IPO, for a cash redemption price of approximately
$10.39 per share, or an aggregate redemption amount of $105,619,702. Following such redemptions, approximately $13,879,535 will
remain in the trust account and 1,335,696 shares of Common Stock will remain issued and outstanding. Accordingly, all of the obligations
of the parties to the Non-Redemption Agreement were fulfilled.
Additionally, pursuant
to the Non-Redemption Agreement, the Company has agreed that until the earlier of (a) the consummation of the Company’s
initial business combination; (b) the liquidation of the trust account; and (c) 24 months from consummation of the Company’s
IPO, the Company will maintain the investment of funds held in the trust account in interest-bearing United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury
obligations. The Company has also agreed that it will not use any amounts in the trust account, or the interest earned thereon,
to pay any excise tax that may be imposed on the Company pursuant to the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) (the
“Inflation Reduction Act”) due to any redemptions of public shares at the Special Meeting, including in connection
with a liquidation of the Company if it does not effect a business combination prior to its termination date by the Company. The Non-Redemption Agreement
is not expected to increase the likelihood that the Extension Proposals are approved by stockholders but will increase the amount
of funds that remain in the Company’s trust account following the Special Meeting.
In connection with
the Non-Redemption Agreement, the Company amended its advisory agreement with ThinkEquity LLC and agreed to pay ThinkEquity LLC
an advisory fee of $50,000.
Also, in connection
with the Non-Redemption Agreement, a director of the Company agreed to provide a loan to the Sponsor in the principal amount of
approximately $105,000.
The Company held another special meeting of
stockholders (the “November Special Meeting”) on November 1, 2023. At the Special Meeting, shareholders approved the
following proposals:
Proposal No. 1 — The
Charter Amendment Proposal — to amend the Charter to extend the
date by which the Company must consummate a business combination from November 5, 2023 (the “Original Termination Date”)
to December 5, 2023 (the “2024 Combination Period”), and to allow the Company, without another stockholder vote, to
elect to extend the Combination Period on a monthly basis for up to five times by an additional one month each time after December
5, 2023, by resolution of the Company’s board of directors, if requested by the Company’s sponsor Tsangs Group Holdings
Limited, and upon five days’ advance notice prior to the expiration of the applicable 2024 Combination Period, until May
5, 2024, or a total of up to six months after the Original Termination Date, unless the closing of a business combination shall
have occurred prior thereto; and,
Proposal No. 2 — The
Trust Amendment Proposal — to amend the Trust Agreement, allowing
the Company to extend the date by which the Trust Account is to be liquidated pursuant to the Trust Agreement, from November 5,
2023 to May 5, 2024, unless the closing of a business combination shall have occurred prior thereto.
In
connection with the Charter Amendment Proposal, holders of 467,026 shares of the Common Stock exercised their right to redeem their
shares (and did not withdraw their requests for redemption) for a cash redemption price of approximately $11.04 per share, or an
aggregate redemption amount of approximately $5.16 million. Following such redemptions, approximately $9.59 million will remain
in the Trust Account and 3,815,319 shares of Common Stock will remain issued and outstanding.
Liquidity,
Capital Resources, and Going Concern
On November 5, 2021,
the Company consummated the IPO of 11,500,000 units (the “Units” and, with respect to the Common stock included in
the Units that were offered, the “Public Shares” and the warrants included in the Units, the “Public Warrants”)
at $10.00 per Unit, including the full exercise of the underwriters’ over-allotment of 1,500,000 Units, generating gross
proceeds to the Company of $115,000,000, which is discussed in Note 3.
Simultaneously with the consummation of the
IPO, the Company consummated the private placement of 5,500,000 Warrants (the “Private Placement Warrants”) at a price
of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $5,500,000, which is described
in Note 4.
As of September 30,
2023, we had investments held in the Trust Account of $14,632,141 (including approximately $740,906 of dividend income and interest
income) consisting of money market fund invested in treasury trust fund and matured U.S. Treasury Bills with a maturity of 185
days or less. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through September 30, 2023, we
have withdrawn $1,179,378 of interest earned from the Trust Account, as permitted under the Trust Agreement to pay tax obligations
and $105,619,702 from the Trust Account in connection with redemptions.
We intend to use substantially
all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income
taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part,
as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working
capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30,
2023, we had cash of $8,992 and working capital deficit of $5,555,095. We intend to use the funds held outside the Trust Account
primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to
and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate
documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination
transaction.
Our sponsor has committed
that they are willing and able to provide the Company with any additional funds it needs to carry out its operations. In order
to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor
or certain of the Company’s officers and directors have committed to loan the Company funds as may be required (the “Working
Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out
of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside
the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working
capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used to repay
such loaned amounts. Up to $3,000,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination
entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants
issued to the Sponsor. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital
Loans.
The Company expects
to incur significant costs in pursuit of its acquisition plans. Based on the foregoing, management believes that we will not have
sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination
or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying
and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses,
paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating
the business combination.
In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management
has determined that the Company’s business plan is dependent on the completion of the Business Combination, the Company’s
existing cash and working capital as of December 31, 2022 are not sufficient to complete its planned activities for a reasonable
period of time, and the date for mandatory liquidation and dissolution raises substantial doubt about the Company’s ability
to continue as a going concern through December 5, 2023, the scheduled liquidation date of the Company if it does not complete
a Business Combination prior to such date. These conditions also raise substantial doubt about the Company’s ability to continue
as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans
to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s
plans to consummate a Business Combination will be successful within the Combination Period. Our financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
In February 2022, the Russian
Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including
the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action
and related sanctions on the world economy are not determinable as of the date of these unaudited financial statements. The specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date
of these unaudited financial statements.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction
Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal
1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries
of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation
itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market
value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing
corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases
during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the
“Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or
avoidance of the excise tax.
On May 10, 2023, the Company’s
stockholders redeemed 10,164,304 shares of Class A shares of common stock for a total of $105,619,702. The Company evaluated the
classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss
contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of
a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate
treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023
and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2023, the Company recorded
$1,056,197 of excise tax liability calculated as 1% of shares redeemed on May 10, 2023.
Results of Operations
As of September 30, 2023, we had not commenced
any operations. All activity for the period ended September 30, 2023 relates to our formation and the IPO. We have neither engaged
in any operations nor generated any revenues to date. We will not generate any operating revenues until after the completion of
our initial Business Combination, at the earliest. We will generate non-operating income in the form of interest income on cash
and cash equivalents from the proceeds derived from the IPO. We expect to incur increased expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2023,
we had a net loss of $753,932, which consists of formation and operating costs of $912,493 and provision for income tax of $28,859,
offset by interest earned on marketable securities held in Trust Account of $187,420.
For the three months ended September 30, 2022,
we had a net income of $234,319, which consist of interest earned on marketable securities held in Trust Account of $529,287, offset
by formation and operating costs of $225,976 and provision for income tax of $68,992.
For the nine months ended September 30, 2023,
we had a net loss of $1,661,254, which consists of formation and operating costs of $3,436,700 and provision for income tax of
$432,081, offset by interest earned on marketable securities held in Trust Account of $2,207,527.
For the nine months ended September 30, 2022,
we had a net loss of $138,134, which consists of formation and operating costs of $724,512 and provision for income tax of $70,480,
offset by interest earned on marketable securities held in Trust Account of $656,858.
For the nine months ended September 30, 2023,
cash used in operating activities was $1,519,269. Net loss of $1,661,254 was affected by interest earned on investments held in Trust
account of $2,207,527 and were primarily offset by changes in operating assets and liabilities provided $2,349,512 of cash for
operating activities.
For the nine months ended September 30, 2022,
cash used in operating activities was $412,861. Net loss of $138,134 was affected by interest earned on investments held in a trust
account of $656,858 and changes in operating assets and liabilities used $382,131 of cash for operating activities.
Contractual Obligations
We do not have any long-term debt obligations,
capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.
Administrative Services Agreement
We entered into an administrative services
agreement on November 2, 2021, pursuant to which we will pay an affiliate of the Sponsor, $445 per month for office space, utilities
and secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s liquidation,
we will cease paying these monthly fees.
Registration Rights
The holders of the Founder Shares, Private
Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock
issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital
Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the Effective Date of the registration statement of which this prospectus forms a part, requiring us
to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common stock).
The holders of these securities will be entitled to make up to three demands, excluding short form demands, that we register such
securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements
filed subsequent to our completion of the initial Business Combination.
Underwriting Agreement
On November 5, 2021, we paid a cash underwriting discount of 1.0%
per Unit, or $1,150,000.
Advisory Services
Agreement
On December 23, 2022,
we entered into an agreement with ThinkEquity to provide financial advisory services in connection with the proposed Business Combination
with The Flexi Group Ltd. We shall pay ThinkEquity an advisory fee in an amount equal to the greater of (i) 4.0% of the net funds
from our Trust Account after investor redemptions, or (ii) $300,000, which fee shall be due and payable in immediately available
funds on the day of closing of the proposed Business Combination. In addition to any fees which may be payable to ThinkEquity under
the agreement, we shall reimburse ThinkEquity, upon reasonable request made from time to time, for its reasonable and documented
out-of-pocket expenses incurred in connection with the Advisory Services up to a maximum of $15,000, including, but not limited
to, the reasonable and documented fees and disbursements of ThinkEquity’s legal counsel.
On
October 25, 2023, we entered into a second amendment to the Advisory Agreement with ThinkEquity, dated December 23, 2022 (such amendment,
the “Advisory Agreement Amendment”), pursuant to which we agreed to pay ThinkEquity a fee of $40,000 in connection with ThinkEquity
providing advisory services to the Company in connection with the Non-Redemption Agreement dated October 27, 2023.
In connection with the Non-Redemption
Agreements dated, April 30, 2023 and October 27, 2023, we agreed to pay ThinkEquity LLC an advisory fee of $50,000 and $40,000, respectively.
Critical Accounting Policies
The preparation of unaudited condensed financial
statements and related disclosures in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the
periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting
policies.
Common Stock Subject to Possible Redemption
We will account for our common stock subject
to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.”
Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally
redeemable common stock (including shares of common stock that feature redemption rights that are either within the control of
the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified
as temporary equity. At all other times, common stock is classified as stockholders’ equity. Our Common stock will feature
certain redemption rights that are considered to be outside of the Company’s control and will be subject to the occurrence
of uncertain future events. Accordingly, common stock subject to possible redemption will be presented at redemption value as temporary
equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets.
We recognize changes in redemption value immediately
as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid
in capital and accumulated deficit. There was no change to redemption value at September 30, 2023
since the incurred taxes exceed the interest earned inception to date. The dissolution expense of $100,000 is not included in the
redemption value of the shares subject to redemption since it is only taken into account in the event of the Company’s liquidation.
Net (Loss) Income Per Common Share
We comply with accounting and disclosure requirements
of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share is computed by dividing net (loss) income
by the weighted average number of shares of common stock outstanding during the period. We have two classes of shares, which are
referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of
shares. The Company had not considered the effect of the Private Placement to purchase an aggregate of 5,500,000 of our Class A
common stock in the calculation of diluted (loss) income per share, since their exercise is contingent upon future events. As a
result, diluted net (loss) income per common stock is the same as basic net (loss) income per common stock.
Warrants
We account for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815. The assessment considers
whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to
ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants
are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash
settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This
assessment is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are
outstanding.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants
are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. We account
for our outstanding warrants as equity-classified instruments.
Recent Accounting Standards
Management does not believe that any other
recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
unaudited financial statements.
Inflation
We do not believe that inflation had a material
impact on our business, revenues or operating results during the period presented.
Emerging Growth Company Status
We are 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 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. We have 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, we, 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 our 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.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
We are a smaller reporting company as defined
by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed
to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial officer or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation
of our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure
controls and procedures as of the end of the fiscal quarter ended September 30, 2023, as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer
concluded that during the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial
Reporting
There was no change in our internal control
over financial reporting that occurred during the fiscal quarter ended September 30, 2023 covered by this Quarterly Report on Form
10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any material legal proceedings
and no material legal proceedings have been threatened by us or, to the best of our knowledge, against us.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item.
For the complete list of risks relating to our operations, see the section titled “Risk Factors”
contained in our IPO Registration Statement and the Proxy Statement on Schedule 14A as initially filed with the SEC on April 10,
2023 and as amended and in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, which
was initially filed with the SEC on March 29, 2023 and as amended. Any of these factors could result
in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that
may also affect our business or ability to consummate an Initial Business Combination. We may disclose changes to such risk factors
or disclose additional risk factors from time to time in our future filings with the SEC. These filings are located through
the SEC EDGAR system and on the company website https://tgventureacquisition.com. Information
contained on, or that can be accessed through, our website does not constitute a part of this report. During the nine months
ended September 30, 2023, there were no material changes from the disclosure provided in the Form 10-K/A filed with the SEC on
September 29, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
We did not sell any
equity securities during the period covered by this Report.
Use of Proceeds
On November 5, 2021,
we consummated the IPO of 11,500,000 units (the “Units”), which included 1,500,000 Units upon a full exercise of the
underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001
per share (“Class A Common Stock”), and one redeemable warrant of the Company (each warrant, a “Warrant”),
with each Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were
sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000. The IPO was registered on Form S-1
(File No. 333-258773), which was declared effective on November 2, 2021.
The Private Placement
generated gross proceeds to the Company of $5,500,000.
A total of $117,300,000
of the proceeds from the IPO and the Private Placement was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A.,
maintained by Continental Stock Transfer & Trust Company, acting as trustee.
While the Company’s
management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially
all of the net proceeds from the IPO and the sale of the Private Placement Warrants, which are placed in the Trust Account, are
intended to be applied generally toward completing a Business Combination.
Substantially all
of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes
payable), will probably be used to complete our Business Combination. To the extent that our capital stock or debt is used, in
whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will
be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our
growth strategies.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are filed as part of,
or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit |
|
Description |
3.1 |
|
Certificate of Incorporation*** |
3.2 |
|
Amended and Restated Certificate of Incorporation** |
3.3 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of TG Venture Acquisition Corp., dated as of May 5, 2023(3) |
3.4 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of TG Venture Acquisition Corp., dated as of November 1, 2023(5) |
3.5 |
|
By Laws** |
4.1 |
|
Specimen Unit Certificate+++ |
4.2 |
|
Specimen Class A Common Stock Certificate** |
4.3 |
|
Specimen Warrant Certificate** |
4.4 |
|
Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**** |
10.1 |
|
Letter Agreement among the Registrant and our officers, directors, Tsangs Group Holdings Limited, and ThinkEquity LLC**** |
10.2 |
|
Promissory Note, dated April 7, 2021, issued to Tsangs Group Holdings Limited** |
10.3 |
|
Letter Agreement regarding Promissory Note** |
10.4 |
|
Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**** |
10.5 |
|
Registration Rights Agreement between the Registrant and certain security holders**** |
10.6 |
|
Securities Subscription Agreement, dated March 22, 2021, between the Registrant and Tsangs Group Holdings Limited** |
10.7 |
|
Securities Subscription Agreement, dated March 22, 2021, between the Registrant and Dragon Active Limited** |
10.8 |
|
Securities Subscription Agreement, dated February 8, 2021, between the Registrant and Tripoint Capital Management, LLC** |
10.9 |
|
Securities Subscription Agreement, dated February 8, 2021, between the Registrant and HFI Limited** |
10.10 |
|
Placement Warrants Purchase Agreement between the Registrant and Tsangs Group Holdings Limited**** |
10.11 |
|
Indemnity Agreement** |
10.12 |
|
Amendment to Promissory Note, dated April 7, 2021, issued to Tsangs Group Holdings Limited++ |
10.13 |
|
Commitment Letter from Tsangs Group Holdings Limited(1) |
10.14 |
|
Non-Redemption Agreement, dated as of April 30, 2023, by and among TG Venture Acquisition Corp., Tsangs Group Holdings Limited, Bulldog Investors, LLP and Phillip Goldstein (2) |
10.15 |
|
Amendment No. 2 to Investment Management Trust Agreement, dated as of May 5, 2023, by and between TG Venture Acquisition Corp. and Continental Stock Transfer & Trust Company(3) |
10.16 |
|
First Amendment to Business Combination Agreement, dated as of August 10, 2023, by and among the Company, Flexi, PubCo, Merger Sub 1 and Merger Sub 2(4) |
10.17 |
|
Amendment No. 3 to Investment Management Trust Agreement, dated as of November 1, 2023, by and between TG Venture Acquisition Corp. and Continental Stock Transfer & Trust Company(5) |
10.18 |
|
Amendment No. 4 to Investment Management Trust Agreement, dated as of November 1, 2023, by and between TG Venture Acquisition Corp. and Continental Stock Transfer & Trust Company(5) |
31.1 |
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.* |
31.2 |
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.* |
32.1 |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+ |
32.2 |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.+ |
101.INS* |
|
XBRL Instance Document |
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
101.SCH* |
|
XBRL Taxonomy Extension Schema Document |
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
|
XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith.
+ Furnished herewith
** Incorporated by reference to the Registration
Statement on Form S-1 filed on August 13, 2021
*** Incorporated by reference to the Registration Statement on
Form S-1 filed on September 24, 2021
**** Incorporated by reference to the Current Report on Form 8-K
filed on November 2, 2021
++ Incorporated by reference to the Registration Statement on Form
S-1 filed on November 2, 2021
+++Incorporated by reference to the Registration Statement on Form
S-1 filed on October 15, 2021
(1) Incorporated by reference to the Annual Report on Form 10-K
filed on March 31, 2022
(2) Incorporated by reference to the Current Report on Form 8-K
filed on May 1, 2023
(3) Incorporated by reference to the Current Report on Form 8-K
filed on May 10, 2023
(4) Incorporated by reference to the Current Report on Form 8-K
filed on August 11, 2023
(5) Incorporated by reference to the Current Report on Form 8-K filed on
November 2, 2023
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
TG Venture Acquisition Corp. |
Date: November 13, 2023 |
By: |
/s/ Pui Lan Patrick Tsang |
|
|
Pui Lan Patrick Tsang |
|
|
Chief Executive Officer |
|
|
(Principal Executive Officer) |
|
|
|
|
By: |
/s/ Philip Rettger |
|
|
Philip Rettger |
|
|
Chief Financial Officer |
|
|
(Principal Financial and Accounting Officer) |
43
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULE 13A-14(A) OR RULE 15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Pui Lan Patrick Tsang, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2023, of TG Venture Acquisition Corp.; |
|
|
2 |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; |
|
|
3 |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4 |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the periods in which this report is being prepared; |
|
|
|
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by this report based on such evaluation; and |
|
|
|
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5 |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: |
November 13, 2023 |
By: |
/s/ Pui Lan Patrick Tsang |
|
|
|
Pui Lan Patrick Tsang |
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULE 13A-14(A) OR RULE 15D-14(A), AS
ADOPTED PURSUANT TO SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I, Philip Rettger, certify that:
1. |
I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2023, of TG Venture Acquisition Corp.; |
|
|
2 |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; |
|
|
3 |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4 |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the periods in which this report is being prepared; |
|
|
|
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the periods covered by this report based on such evaluation; and |
|
|
|
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5 |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: |
November 13, 2023 |
By: |
/s/ Philip Rettger |
|
|
|
Philip Rettger |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT
TO
18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
I, Pui Lan Patrick Tsang, certify, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
|
1. |
The Quarterly Report on Form 10-Q of TG Venture Acquisition Corp. (the “Company”) for the period ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (U.S.C. 78m or 78o(d)); and |
|
|
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: |
November 13, 2023 |
By: |
/s/ Pui Lan Patrick Tsang |
|
|
|
Pui Lan Patrick Tsang |
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
The foregoing certification is being furnished
solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title
18, United States Code) and is not being filed as part of a separate disclosure document.
EXHIBIT 32.2
CERTIFICATION PURSUANT
TO
18 U.S.C. SECTION
1350,
AS ADOPTED PURSUANT
TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
I, Philip Rettger, certify, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
|
1. |
The Quarterly Report on Form 10-Q of TG Venture Acquisition Corp. (the “Company”) for the period ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (U.S.C. 78m or 78o(d)); and |
|
|
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: |
November 13, 2023 |
By: |
/s/ Philip Rettger |
|
|
|
Philip Rettger |
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
The foregoing certification is being furnished
solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title
18, United States Code) and is not being filed as part of a separate disclosure document.
v3.23.3
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Nov. 13, 2023 |
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Sep. 30, 2023
|
|
Document Fiscal Period Focus |
Q3
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-41000
|
|
Entity Registrant Name |
TG Venture Acquisition Corp.
|
|
Entity Central Index Key |
0001865191
|
|
Entity Tax Identification Number |
86-1985947
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
1390 Market Street
|
|
Entity Address, Address Line Two |
Suite 200
|
|
Entity Address, City or Town |
San Francisco
|
|
Entity Address, State or Province |
CA
|
|
Entity Address, Postal Zip Code |
94102
|
|
City Area Code |
(628)
|
|
Local Phone Number |
251-1369
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Interactive Data Current |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
true
|
|
Elected Not To Use the Extended Transition Period |
false
|
|
Entity Shell Company |
true
|
|
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant |
|
|
Title of 12(b) Security |
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
|
|
Trading Symbol |
TGVC.U
|
|
Security Exchange Name |
NASDAQ
|
|
Class A Common Stock, par value $0.0001 per share |
|
|
Title of 12(b) Security |
Class A Common Stock, par value $0.0001 per share
|
|
Trading Symbol |
TGVC
|
|
Security Exchange Name |
NASDAQ
|
|
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share |
|
|
Title of 12(b) Security |
Warrants, each exercisable for one share Class A Common Stock for $11.50 per share
|
|
Trading Symbol |
TGVC.W
|
|
Security Exchange Name |
NASDAQ
|
|
Common Class A [Member] |
|
|
Entity Common Stock, Shares Outstanding |
|
926,170
|
Common Class B [Member] |
|
|
Entity Common Stock, Shares Outstanding |
|
2,889,149
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as an quarterly report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-Q -Number 240 -Section 308 -Subsection a
+ Details
Name: |
dei_DocumentQuarterlyReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as a transition report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Forms 10-K, 10-Q, 20-F -Number 240 -Section 13 -Subsection a-1
+ Details
Name: |
dei_DocumentTransitionReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-T -Number 232 -Section 405
+ Details
Name: |
dei_EntityInteractiveDataCurrent |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityShellCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntitySmallBusiness |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=TGVC_UnitsEachConsistingOfOneShareOfClassACommonStockAndOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=TGVC_ClassACommonStockParValue0.0001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=TGVC_WarrantsEachExercisableForOneShareClassACommonStockFor11.50PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
CONDENSED BALANCE SHEETS - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Current assets: |
|
|
Cash |
$ 8,992
|
$ 147,020
|
Due from related party |
267,137
|
0
|
Prepaid expenses |
42,500
|
140,692
|
Total Current Assets |
318,629
|
287,712
|
Cash and investments held in Trust Account |
14,632,141
|
118,956,557
|
TOTAL ASSETS |
14,950,770
|
119,244,269
|
Current liabilities: |
|
|
Accounts payable and accrued expenses |
3,639,089
|
1,455,616
|
Due to related parties |
10,220
|
106,215
|
Advance from related party |
267,137
|
0
|
Promissory note – related party |
469,000
|
0
|
Excise tax payable |
1,056,197
|
0
|
Income tax payable |
432,081
|
268,239
|
Total Current Liabilities |
5,873,724
|
1,830,070
|
TOTAL LIABILITIES |
5,873,724
|
1,830,070
|
Commitments and Contingencies (Note 6) |
|
|
Class A common stock subject to possible redemption, $0.0001 par value; 1,335,696 and 11,500,000 shares at a redemption value of $10.91 and $10.29 per share at September 30, 2023 and December 31, 2022, respectively |
14,567,407
|
118,309,040
|
STOCKHOLDERS’ DEFICIT: |
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding |
0
|
0
|
Additional paid-in capital |
0
|
1,035,565
|
Accumulated deficit |
(5,490,656)
|
(1,930,701)
|
TOTAL STOCKHOLDERS’ DEFICIT |
(5,490,361)
|
(894,841)
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
14,950,770
|
119,244,269
|
Common Class A [Member] |
|
|
STOCKHOLDERS’ DEFICIT: |
|
|
Common stock, value |
6
|
6
|
Common Class B [Member] |
|
|
STOCKHOLDERS’ DEFICIT: |
|
|
Common stock, value |
$ 289
|
$ 289
|
X |
- References
+ Details
Name: |
TGVC_ExciseTaxPayable |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 26: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(11)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
+ Details
Name: |
us-gaap_AssetsHeldInTrustNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionRepresents 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.17) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommitmentsAndContingencies |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(32)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-5
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of liabilities incurred and payable to vendors for goods and services received classified as other, and expenses incurred but not yet paid, payable within one year or the operating cycle, if longer.
+ References
+ Details
Name: |
us-gaap_OtherAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(21)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 05 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482955/340-10-05-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483032/340-10-45-1
+ Details
Name: |
us-gaap_PrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TaxesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14.E.Q2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
+ Details
Name: |
us-gaap_TemporaryEquityCarryingAmountAttributableToParent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common Class A [Member] |
|
|
Temporary equity, par value |
$ 0.0001
|
$ 0.0001
|
Temporary equity, shares redemption |
1,335,696
|
11,500,000
|
Temporary equity, redemption value per share |
$ 10.91
|
$ 10.29
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
100,000,000
|
100,000,000
|
Common stock, shares issued |
57,500
|
57,500
|
Common stock, shares outstanding |
57,500
|
57,500
|
Common Class B [Member] |
|
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
10,000,000
|
10,000,000
|
Common stock, shares issued |
2,889,149
|
2,889,149
|
Common stock, shares outstanding |
2,889,149
|
2,889,149
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section S99 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480244/480-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (27) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquityParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section S99 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480244/480-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (27) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquityRedemptionPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquitySharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Income Statement [Abstract] |
|
|
|
|
General and administrative expenses |
$ 912,493
|
$ 225,976
|
$ 3,436,700
|
$ 724,512
|
Loss from operations |
(912,493)
|
(225,976)
|
(3,436,700)
|
(724,512)
|
Other income: |
|
|
|
|
Interest income on cash and investments held in Trust Account |
187,420
|
529,287
|
2,207,527
|
656,858
|
Total other income |
187,420
|
529,287
|
2,207,527
|
656,858
|
(Loss) income before provision for income taxes |
(725,073)
|
303,311
|
(1,229,173)
|
(67,654)
|
Provision for income taxes |
28,859
|
68,992
|
432,081
|
70,480
|
Net (loss) income |
$ (753,932)
|
$ 234,319
|
$ (1,661,254)
|
$ (138,134)
|
X |
- References
+ Details
Name: |
TGVC_InterestIncomeOnCashAndInvestmentsHeldInTrustAccount |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.7) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_NonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 8: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-19
Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 33: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4J -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J
Reference 34: http://www.xbrl.org/2003/role/exampleRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 4K -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-2
Reference 38: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 39: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Subparagraph (c)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.23.3
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Common Class A [Member] |
|
|
|
|
Basic weighted average shares outstanding |
1,335,696
|
11,557,500
|
6,399,232
|
11,557,500
|
Diluted weighted average shares outstanding |
1,335,696
|
11,557,500
|
6,399,232
|
11,557,500
|
Basic net (loss) income per common share |
$ (0.18)
|
$ 0.02
|
$ (0.18)
|
$ (0.01)
|
Diluted net (loss) income per common share |
$ (0.18)
|
$ 0.02
|
$ (0.18)
|
$ (0.01)
|
Common Class B [Member] |
|
|
|
|
Basic weighted average shares outstanding |
2,889,149
|
2,889,149
|
2,889,149
|
2,889,149
|
Diluted weighted average shares outstanding |
2,889,149
|
2,889,149
|
2,889,149
|
2,889,149
|
Basic net (loss) income per common share |
$ (0.18)
|
$ 0.02
|
$ (0.18)
|
$ (0.01)
|
Diluted net (loss) income per common share |
$ (0.18)
|
$ 0.02
|
$ (0.18)
|
$ (0.01)
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-16
+ Details
Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)
|
Class A Common Stock [Member] |
Class B Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Beginning balance, value at Dec. 31, 2021 |
$ 6
|
$ 289
|
$ 2,044,605
|
$ (1,073,167)
|
$ 971,733
|
Beginning balance, shares at Dec. 31, 2021 |
57,500
|
2,889,149
|
|
|
|
Net income |
|
|
|
(261,691)
|
(261,691)
|
Ending balance, value at Mar. 31, 2022 |
$ 6
|
$ 289
|
2,044,605
|
(1,334,858)
|
710,042
|
Ending balance, shares at Mar. 31, 2022 |
57,500
|
2,889,149
|
|
|
|
Net income |
|
|
|
(110,762)
|
(110,762)
|
Ending balance, value at Jun. 30, 2022 |
$ 6
|
$ 289
|
2,044,605
|
(1,445,620)
|
599,280
|
Ending balance, shares at Jun. 30, 2022 |
57,500
|
2,889,149
|
|
|
|
Accretion to Common Stock Subject to Redemption |
|
|
(265,087)
|
|
(265,087)
|
Net income |
|
|
|
234,319
|
234,319
|
Ending balance, value at Sep. 30, 2022 |
$ 6
|
$ 289
|
1,779,518
|
(1,211,301)
|
568,512
|
Ending balance, shares at Sep. 30, 2022 |
57,500
|
2,889,149
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
$ 6
|
$ 289
|
1,035,565
|
(1,930,701)
|
(894,841)
|
Beginning balance, shares at Dec. 31, 2022 |
57,500
|
2,889,149
|
|
|
|
Accretion to Common Stock Subject to Redemption |
|
|
(939,298)
|
|
(939,298)
|
Net income |
|
|
|
(280,912)
|
(280,912)
|
Ending balance, value at Mar. 31, 2023 |
$ 6
|
$ 289
|
96,267
|
(2,211,613)
|
(2,115,051)
|
Ending balance, shares at Mar. 31, 2023 |
57,500
|
2,889,149
|
|
|
|
Accretion to Common Stock Subject to Redemption |
|
|
(96,267)
|
(573,662)
|
(669,929)
|
Excise tax payable attributable to redemption of common stock |
|
|
|
(1,056,197)
|
(1,056,197)
|
Sponsor payment to Investors (non-redemption agreements) |
|
|
(105,000)
|
|
(105,000)
|
Capital contribution from non-redemption agreements |
|
|
105,000
|
|
105,000
|
Net income |
|
|
|
(626,410)
|
(626,410)
|
Ending balance, value at Jun. 30, 2023 |
$ 6
|
$ 289
|
|
(4,467,882)
|
(4,467,587)
|
Ending balance, shares at Jun. 30, 2023 |
57,500
|
2,889,149
|
|
|
|
Accretion to Common Stock Subject to Redemption |
|
|
|
(268,842)
|
(268,842)
|
Net income |
|
|
|
(753,932)
|
(753,932)
|
Ending balance, value at Sep. 30, 2023 |
$ 6
|
$ 289
|
|
$ (5,490,656)
|
$ (5,490,361)
|
Ending balance, shares at Sep. 30, 2023 |
57,500
|
2,889,149
|
|
|
|
X |
- References
+ Details
Name: |
TGVC_AccretionToCommonStockSubjectToRedemption |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_CapitalContributionFromNonredemptionAgreements |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_ExciseTaxPayableAttributableToRedemptionOfCommonStock |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Cash flows from operating activities: |
|
|
Net loss |
$ (1,661,254)
|
$ (138,134)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Interest earned on investment held in Trust Account |
(2,207,527)
|
(656,858)
|
Changes in current assets and current liabilities: |
|
|
Prepaid assets |
98,192
|
315,269
|
Accounts payable and accrued expense |
2,183,473
|
(7,623)
|
Due to related parties |
(95,995)
|
4,005
|
Due from related party |
(267,137)
|
0
|
Advance from related party |
267,137
|
0
|
Income tax payable |
163,842
|
70,480
|
Net cash used in operating activities |
(1,519,269)
|
(412,861)
|
Cash flows from investing activities: |
|
|
Deposit in Trust for extension payments |
(267,137)
|
0
|
Cash withdrawn from Trust Account for tax obligations |
1,179,378
|
0
|
Cash withdrawn from Trust Account in connection with redemption |
105,619,702
|
0
|
Net cash provided by investing activities |
106,531,943
|
0
|
Cash flows from financing activities: |
|
|
Proceeds from promissory note – related party |
469,000
|
0
|
Redemption of common stock |
(105,619,702)
|
0
|
Net cash used in financing activities |
(105,150,702)
|
0
|
Net change in cash |
(138,028)
|
(412,861)
|
Cash, beginning of the period |
147,020
|
664,626
|
Cash, end of the period |
8,992
|
251,765
|
Supplemental disclosure of non-cash financing activities: |
|
|
Accretion to Common Stock Subject to Redemption |
1,878,069
|
265,087
|
Excise tax payable attributable to redemption of common stock |
$ 1,056,197
|
$ 0
|
X |
- References
+ Details
Name: |
TGVC_AccretionToCommonStockSubjectToRedemptions |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_CashWithdrawnFromTrustAccountForTaxObligations |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_CashWithdrawnFromTrustAccountInConnectionWithRedemption |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_DepositInTrustForExtensionPayments |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_ExciseTaxPayableAttributableToRedemptionsOfCommonStock |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_IncreaseDecreasePrepaidAssets |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_InterestEarnedOnCashHeldInTrustAccount |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 1 -SubTopic 230 -Topic 830 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481877/830-230-45-1
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 6.B) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 11: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-11
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
+ Details
Name: |
us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow to reacquire common stock during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_PaymentsForRepurchaseOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.23.3
Organization and Business Operations
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Organization and Business Operations |
Note 1 — Organization and Business
Operations
TG Venture Acquisition Corp.
(the “Company”) is a blank check company incorporated as a Delaware corporation on February 8, 2021, for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination
with one or more businesses (the “Business Combination”).
As of September 30, 2023, the
Company had not commenced any operations. All activity for the period from February 8, 2021 (inception) through September 30, 2023
relates to the Company’s formation and the initial public offering described below. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (the
“IPO”).
The Company’s sponsor
is Tsangs Group Holdings Limited (the “Sponsor”). The registration statement for the Company’s IPO was declared
effective on November 2, 2021 (the “Effective Date”). On November 5, 2021, the Company consummated the IPO of 11,500,000
units (the “Units” and, with respect to the Common stock included in the Units being offered, the “Public Shares”
and the warrants included in the Units being offered, the “Public Warrants”) at $10.00 per Unit, including the full
exercise of the underwriters’ over-allotment of 1,500,000 Units, generating gross proceeds to the Company of $115,000,000,
which is discussed in Note 3.
Simultaneously with the consummation
of the IPO, the Company consummated the private placement of 5,500,000 Warrants (the “Private Placement Warrants”)
at a price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $5,500,000, which
is described in Note 4.
Transaction costs amounted
to $3,040,822 consisting of $1,150,000 of underwriting commissions, $575,000 of fair value of the Units issued to ThinkEquity LLC
(“ThinkEquity”), the representative of the underwriters (see Note 6), $579,110 of fair value of the Founder Shares
(as defined in Note 5) sold to advisors in excess of proceeds (see Note 5), and $736,712 of other offering costs, and was all charged
to stockholders’ equity.
While the Company’s management
has broad discretion with respect to the specific application of the cash held outside of the Trust Account (as hereinafter defined),
substantially all of the net proceeds from the IPO and the sale of the Private Placement Warrants, which are placed in the Trust
Account, are intended to be applied generally toward completing a Business Combination. The Company’s Business Combination
must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets
held in the Trust Account (excluding the taxes payable on the interest earned on the Trust Account) at the time of the signing
a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business
Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company
under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the
Company will be able to successfully effect a Business Combination.
Following the closing of the
IPO on November 5, 2021, $117,300,000 ($10.20 per Unit) from the net proceeds of the sale of Units in the IPO and a portion of
the proceeds of the sale of the Private Placement Warrants were deposited into a trust account (the “Trust Account”)
located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and are invested only in U.S.
government securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under
the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned
on the funds held in the Trust Account that may be released to the Company to pay its franchise and income tax obligations (less
up to $100,000 of interest to pay dissolution expenses), the proceeds from the IPO and the sale of the Private Placement Warrants
will not be released from the Trust Account until the earliest of: (a) the completion of the initial Business Combination; (b)
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: (i) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the initial Business Combination or certain amendments to the Company’s charter prior thereto or to redeem
100% of the Public Shares if the Company does not complete the initial Business Combination within 24 months from the closing of
this offering November 5, 2023 (See Note 9, Subsequent Events); or (ii) with respect to any other provision relating to stockholders’
rights or pre-Business Combination activity; and (c) the redemption of 100% of the Public Shares if the Company is unable to complete
the initial Business Combination within the required time frame (subject to the requirements of applicable law).
Public stockholders have the
opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to voting
on the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its franchise and income taxes, divided by the number of then outstanding Public Shares, subject to the limitations
described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public share.
The Company will only proceed with a Business
Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon the consummation of such
Business Combination, and, if the Company seeks public stockholder approval, a majority of the shares voted are voted in favor
of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and
the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended
and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and
Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.
If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the
Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder
approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares and any Public Shares purchased
during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem
their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
The Company has 24 months from the closing
of the IPO until November 5, 2023 to complete the initial Business Combination (the “Combination Period”) (See
Note 9, Subsequent Events). In connection with the Extension (defined below), the Sponsor will deposit monthly extension
payments into the Trust Account on each of May 5, 2023 and on the 5th day of each subsequent month until November 5,
2023. As of the date hereof, six monthly extension payments, in the aggregate principal amount of $320,564, have been deposited
into the Trust Account. As such, the termination date was extended to December 5, 2023. If the Company is unable to complete the
initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of
winding up; (ii) as promptly as reasonably possible, but no more than ten business days thereafter subject to lawfully available
funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) above to the Company’s obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with
respect to the warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the
Combination Period.
The initial stockholders, Sponsor, executive
officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) to waive
their redemption rights with respect to their Founder Shares if we are forced to liquidate; (ii) to waive their redemption rights
with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s
amended and restated certificate of incorporation: (A) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the Company’s initial Business Combination or certain amendments to the charter prior thereto
or to redeem 100% of the Company’s Public Shares if the Company does not complete the initial Business Combination within
the Combined Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity; and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares
if the Company fails to complete the 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
the initial Business Combination within the Combination Period; (iv) the Founder Shares are shares of the Company’s Class
B common stock that will automatically convert into shares of the Company’s Class A common stock at the time of the initial
Business Combination, on a one-for-one basis, subject to adjustment as described herein, and (v) are entitled to registration rights.
If the Company submits the initial Business Combination to the public stockholders for a vote, the initial stockholders, officers
and directors have agreed pursuant to the letter agreement to vote any shares held by them and any Public Shares purchased during
or after this offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share; and
(ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less
than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will
not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s
indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However,
the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified
whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets
are securities of the Company. Therefore, the Company cannot assent that the Sponsor would be able to satisfy those obligations.
None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation,
claims by vendors and prospective target businesses.
Proposed Business Combination
On December 5, 2022, the Company entered into
a Business Combination Agreement (the “Business Combination Agreement”) by and among (i) The Flexi Group Limited, a
business company with limited liability incorporated under the laws of the British Virgin Islands (the “Flexi”), (ii)
The Flexi Group Holdings, Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands
and a direct wholly owned subsidiary of Flexi (“PubCo” and, together with Flexi, the “Flexi Group”), (iii)
The Flexi Merger Co. Ltd., a business company with limited liability incorporated under the laws of the British Virgin Islands
and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), and (iv) Flexi Merger Co. LLC, a Delaware limited liability
company and a direct wholly owned subsidiary of PubCo (“Merger Sub 2” and, Merger Sub 2, PubCo and Merger Sub 1, each,
individually, an “Acquisition Entity”).
Capitalized terms used in this section, but
not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
Pursuant to the Business Combination Agreement,
subject to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Flexi (the “Initial Merger”),
whereby the separate existence of Merger Sub 1 will cease and Flexi will be the surviving entity of the Initial Merger and become
a wholly owned subsidiary of PubCo, and (ii) following confirmation of the effective filing of the documents required to implement
the Initial Merger, Merger Sub 2 will merge with and into TGVC (the “SPAC Merger” and together with the Initial Merger,
the “Mergers”), the separate existence of Merger Sub 2 will cease and the Company will be the surviving entity of the
SPAC Merger and a direct wholly owned subsidiary of PubCo.
As a result of the Mergers, among other things,
(i) each outstanding Flexi Ordinary Share will be cancelled in exchange for the right to receive such number of PubCo Ordinary
Shares that is equal to the Company Exchange Ratio, (ii) each outstanding SPAC Unit will be automatically detached and the holder
thereof will be deemed to hold one share of SPAC Class A Common Stock and one SPAC Warrant, (iii) each outstanding share of SPAC
Class B Common Stock will automatically convert into SPAC Class A Common Stock, (iv) each outstanding share of SPAC Class A Common
Stock will be cancelled in exchange for the right to receive such number of PubCo Ordinary Shares that is equal to the SPAC Exchange
Ratio, and (v) each outstanding SPAC Warrant will be assumed by PubCo and converted into a warrant to purchase PubCo Ordinary Shares
(each, an “Assumed SPAC Warrant”).
Amendments to Business Combination Agreement
On August 10, 2023, the Company entered into
an amendment (the “First Amendment”) to the Business Combination Agreement (the “Business Combination Agreement”),
dated December 5, 2022. The First Amendment revises the earnout periods set forth in the Business Combination Agreement to provide
that Flexi shareholders may receive earnout shares based on PubCo revenue targets achieved during the first two full fiscal years
following the closing of the business combination to be effected pursuant thereto.
Earnout
The Business Combination Agreement, subject
to the terms and conditions set forth therein, provides that Flexi shareholders as of the Initial Merger will have the right to
receive up to an aggregate of 2,900,000 additional PubCo Ordinary Shares based on the total annual revenues of PubCo in each of
the two fiscal years following the Closing Date.
Representations, Warranties
and Covenants
The Business Combination Agreement
contains customary representations and warranties of the parties, which will not survive the Closing. Many of the representations
and warranties are qualified by materiality or Company Material Adverse Effect (with respect to Flexi) or SPAC Material Adverse
Effect (with respect to the Company). “Material Adverse Effect” as used in the Business Combination Agreement means
with respect to Flexi or the Company, as applicable, any event, state of facts, development, change, circumstance, occurrence or
effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i)
the business, assets and liabilities, results of operations or financial condition of the applicable party and its subsidiaries,
taken as a whole or (ii) the ability of such party or any of its subsidiaries to consummate the Transactions, in each case subject
to certain customary exceptions. Certain of the representations are subject to specified exceptions and qualifications contained
in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination
Agreement.
The Business Combination Agreement
also contains pre-closing covenants of the parties, including obligations of the parties to operate their respective businesses
in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written
consent of the other applicable parties, in each case, subject to certain exceptions and qualifications. Additionally, the parties
have agreed not to solicit, negotiate or enter into competing transactions, as further provided in the Business Combination Agreement.
The covenants do not survive the Closing (other than those that are to be performed after the Closing).
As promptly as practicable
after the execution of the Business Combination Agreement, the Company and PubCo have agreed to prepare and file with the SEC,
a Registration Statement on Form F-4 (as amended, the “F-4 Registration Statement”) in connection with the registration
under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and issuance of the PubCo Ordinary
Shares and Assumed SPAC Warrants to be issued pursuant to the Business Combination Agreement The F-4 Registration Statement will
contain a proxy statement/prospectus for the purpose of (i) the Company soliciting proxies from its shareholders to approve the
Business Combination Agreement, the Transactions and related matters (the “the Company Shareholder Approval”) at a
special meeting of the Company shareholders (the “Shareholder Meeting”), (ii) providing the Company’s shareholders
an opportunity, in accordance with its organizational documents and initial public offering prospectus, to redeem their shares
of SPAC Class A Common Stock (collectively, the “Redemptions”), and (iii) PubCo’s offering and issuance of the
PubCo Ordinary Shares and Assumed Warrants in connection with the Transactions. PubCo filed the initial F-4 Registration Statement
on February 13, 2023.
PubCo agreed to take all action
within its power so that effective at the Closing, the board of directors of PubCo will consist of no less than five individuals,
two of whom may be designated by the Sponsor, and a majority of whom shall be independent directors in accordance with Nasdaq requirements,
and which shall comply with all diversity requirements under applicable Law.
In addition, prior to Closing,
PubCo agreed to amend and restate its Memorandum of Association and Articles of Association (the “PubCo Governing Documents”).
The PubCo Governing Documents will include customary provisions for a memorandum of association and articles of association of
a British Virgin Islands publicly traded company that is traded on Nasdaq.
Conditions to the Parties’ Obligations
to Consummate the Mergers
Under the Business Combination Agreement, the
parties’ obligations to consummate the Transactions are subject to a number of customary conditions for special purpose acquisition
companies, including, among others, the following: (i) the approval of the Mergers and the other shareholder proposals required
to approve the Transactions by the Company’s and Flexi’s shareholders, (ii) all specified approvals or consents (including
governmental and regulatory approvals) have been obtained and all waiting, notice, or review periods have expired or been terminated,
as applicable, (iii) the effectiveness of the F-4 Registration Statement, (iv) PubCo’s initial listing application with Nasdaq
shall have been conditionally approved and, immediately following the Closing, PubCo shall satisfy any applicable initial and continuing
listing requirements of Nasdaq and PubCo shall not have received any notice of non-compliance therewith, and (v) the PubCo Ordinary
Shares and Assumed SPAC Warrants having been approved for listing on Nasdaq, subject to round lot holder requirements.
In addition to these customary closing conditions,
the Company must also hold net tangible assets of at least $5,000,001 immediately prior to Closing, net of Redemptions and liabilities
(including the Company’s transaction expenses).
The obligations of the Company to consummate
the Transactions are also subject to, among other things (i) the representations and warranties of Flexi and of each Acquisition
Entity being true and correct, subject to the materiality standards contained in the Business Combination Agreement, (ii) material
compliance by Flexi and each Acquisition Entity with its pre-closing covenants, and (iii) the absence of a Company Material Adverse
Effect.
In addition, the obligations of Flexi to consummate
the Transactions are also subject to, among other things (i) the representations and warranties of the Company being true and correct,
subject to the materiality standards contained in the Business Combination Agreement, (ii) material compliance by the Company with
its pre-closing covenants, and (iii) the absence of a SPAC Material Adverse Effect.
Termination Rights
The Business Combination Agreement contains
certain termination rights, including, among others, the following: (i) upon the mutual written consent of the Company and Flexi,
(ii) if the consummation of the Transactions is prohibited by governmental order, (iii) if the Closing has not occurred on or before
November 5, 2023, (iv) in connection with a breach of a representation, warranty, covenant or other agreement by Flexi or the Company
which is not capable of being cured or is not cured within 30 days after receipt of notice of such breach, (v) by either the Company
or Flexi if the board of directors of the other party publicly changes its recommendation with respect to the Business Combination
Agreement and Transactions and related shareholder approvals under certain circumstances detailed in the Business Combination Agreement,
(vi) by either the Company or Flexi if the Shareholder Meeting is held and the Company Shareholder Approval is not received, (vii)
by the Company if the requisite Company Audited Financial Statements and PCAOB-compliant unaudited financials of Flexi for the
first, second and third quarters of 2022 (to the extent required in accordance with the Business Combination Agreement) have not
been delivered by January 4, 2023, with respect to the first and second quarters, and January 16, 2023, with respect to the third
quarter, or (viii) by the Company if Flexi does not receive the written consent of its shareholders to the Business Combination
Agreement and related approvals within five business days after the F-4 Registration Statement has become effective. The shareholder
approval received at the Special Meeting of Shareholders held on May 4, 2023, effectively extended the date that the Closing must
occur to November 5, 2023. (See Note 9, Subsequent Events)
None of the parties to the Business Combination
Agreement are required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the
Business Combination Agreement. However, each party will remain liable for willful and material breaches of the Business Combination
Agreement prior to termination.
Trust Account Waiver
Flexi and each Acquisition Entity agreed that
it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Company’s
trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account
(including any distributions therefrom).
The Business Combination Agreement is filed
as Exhibit 2.1 to this Annual Report on Form 10-K and the foregoing description thereof is qualified in its entirety by reference
to the full text of the Business Combination Agreement. The Business Combination Agreement provides investors with information
regarding its terms and is not intended to provide any other factual information about the parties. In particular, the assertions
embodied in the representations and warranties contained in the Business Combination Agreement were made as of the execution date
of the Business Combination Agreement only and are qualified by information in confidential disclosure schedules provided by the
parties to each other in connection with the signing of the Business Combination Agreement. These disclosure schedules contain
information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Business Combination
Agreement. Moreover, certain representations and warranties in the Business Combination Agreement may have been used for the purpose
of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations
and warranties in the Business Combination Agreement as characterizations of the actual statements of fact about the parties.
Shareholder Support Agreement
Contemporaneously with the execution of the
Business Combination Agreement, PubCo, Flexi and certain Flexi shareholders entered into a Shareholder Support Agreement, pursuant
to which, among other things, certain Flexi shareholders agreed (i) to vote their Flexi shares in favor of the Business Combination
Agreement (including by execution of a written consent), the Mergers and the other Transactions, (ii) to waive any rights to seek
appraisal or rights of dissent in connection with the Business Combination Agreement, the Mergers and the transactions contemplated
thereby; and (iii) to consent to the termination of all shareholder agreements with Flexi (with certain exceptions), effective
at Closing, subject to the terms and conditions contemplated by the Shareholder Support Agreement. Flexi shareholders party to
the Shareholder Support Agreement collectively have a sufficient number of votes to approve the Business Combination Agreement,
the Mergers and the other Transactions.
The Shareholder Support Agreement and all of
its provisions will terminate and be of no further force or effect upon the earlier of the Closing and termination of the Business
Combination Agreement pursuant to its terms. Upon such termination of the Shareholder Support Agreement, all obligations of the
parties under the Shareholder Support Agreement will terminate; provided, however, that such termination will not relieve any party
thereto from liability arising in respect of any breach of the Shareholder Support Agreement prior to such termination.
Sponsor Support Agreement
Contemporaneously with the execution of the
Business Combination Agreement, the Company entered into a Sponsor Support Agreement with the Sponsor, PubCo, Flexi, and certain
members of the Company’s board of directors and management team (the “Holders”), pursuant to which, among other
things, the Sponsor and the Holders agreed to vote their the Company shares in favor of the Business Combination Agreement (including
by execution of a written consent), the Mergers and the other Transactions, subject to the terms and conditions contemplated by
the Sponsor Support Agreement.
The Sponsor Support Agreement and all of its
provisions will terminate and be of no further force or effect upon the earlier to occur of Closing and termination of the Business
Combination Agreement pursuant to its terms.
Lock-Up Agreement
Concurrently with the execution of the Business
Combination Agreement, the Company and PubCo entered into separate Lock-Up Agreements (each a “Lock-Up Agreement”)
with Sponsor, certain members of the Company’s board of directors and management team, and certain Flexi shareholders, pursuant
to which 95% of the PubCo Ordinary Shares to be received by such shareholders will be locked-up and subject to transfer restrictions
for a period of time following the Closing, as described below, subject to certain exceptions. That portion of the securities held
by such shareholders will be locked-up until the earliest of: (i) the six month anniversary of the date of the Closing, (ii) subsequent
to the Business Combination, if the last sale price of PubCo Ordinary Shares equals or exceeds $12.00 per share (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 date of the Business Combination, and (iii) the date after the Closing on which PubCo completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of PubCo’s
shareholders having the right to exchange their equity holdings in PubCo for cash, securities or other property.
Registration Rights Agreement
Concurrently with the execution of the Business
Combination Agreement, PubCo entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with
Sponsor and certain Flexi shareholders pursuant to which, among other things, PubCo agreed to provide Sponsor and such shareholders
with certain rights relating to the registration for resale under the Securities Act of the PubCo Ordinary Shares and Assumed Warrants
that they received in the Mergers.
Forms of the foregoing agreements related to
the Business Combination Transaction are filed as exhibits to this Annual Report, and the foregoing description thereof is qualified
in its entirety by reference to the full text of the respective agreement.
The transaction is expected to be completed
in the fourth quarter of 2023, subject to regulatory approvals and other customary closing conditions. After closing, The Flexi
Group’s ordinary shares are expected to trade on the Nasdaq Stock Market LLC under ticker symbol FLXG.
Shareholder Approval – Charter
Amendments
The Company held a special meeting of stockholders
(the “Special Meeting”) on May 4, 2023. At the Special Meeting, shareholders approved the following proposals:
Proposal No. 1 — The
Charter Amendment Proposal — to amend our Amended and Restated Certificate of Incorporation (our “Charter”)
to extend the time period we have to consummate a business combination (the “Combination Period”) for an additional
six months, from May 5, 2023 to November 5, 2023 (such new date, the “Extended Date” and such amendment, the “Charter
Amendment”); and,
Proposal No. 2 — The
Trust Amendment Proposal — to amend the Investment Management Trust Agreement, dated November 2, 2021, by and between
Continental Stock Transfer & Trust Company and the Company (the “Trust Agreement”), to extend the Combination
Period for an additional six months, from May 5, 2023 to November 5, 2023 (the “Trust Amendment” and together
with the Charter Amendment, the “Extension”). (See Note 9, Subsequent Events)
Pursuant to our Charter, we provided the holders of
shares of our Class A common stock (the “Public Shares” and such holders, the “Public Stockholders”) originally
sold as part of the Units issued in our IPO (the “IPO”) with the opportunity to redeem, in connection with
the Charter Amendment Proposal and the Trust Amendment Proposal (the “Election”), their Public Shares for a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by us and Continental Stock
Transfer & Trust Company (“CST”) to hold the proceeds of the IPO (the “Trust Account”), including interest
not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
On April 30, 2023,
we and our Sponsor entered into an agreement (the “Non-Redemption Agreement”) with Bulldog Investors, LLP (“Bulldog”)
and Phillip Goldstein (“Goldstein” and, together with Bulldog, the “Investors”) in exchange for the Investors
agreeing not to redeem shares of the Company’s Class A common stock sold in the Company’s IPO (the “Public Shares”)
at the Special Meeting. The Non-Redemption Agreement provides for, among other things, the Sponsor to pay approximately
$ to the Investors in exchange for the Investors agreeing to hold and not redeem certain Public Shares at the Special Meeting.
Holders of 10,164,304 shares of the Company’s
Common Stock exercised their right to redeem their shares (and did not withdraw their redemption), which represents approximately
88% of the shares that were part of the shares that were sold in the Company’s IPO, for a cash redemption price of approximately
$10.39 per share, or an aggregate redemption amount of $105,619,702. Following such redemptions, approximately $13,879,535 will
remain in the trust account and 1,335,696 shares of Common Stock will remain issued and outstanding. Accordingly, all of the obligations
of the parties to the Non-Redemption Agreement were fulfilled.
Additionally, pursuant
to the Non-Redemption Agreement, the Company has agreed that until the earlier of (a) the consummation of the Company’s
initial business combination; (b) the liquidation of the trust account; and (c) 24 months from consummation of the Company’s
IPO, the Company will maintain the investment of funds held in the trust account in interest-bearing United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury
obligations. The Company has also agreed that it will not use any amounts in the trust account, or the interest earned thereon,
to pay any excise tax that may be imposed on the Company pursuant to the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) (the
“Inflation Reduction Act”) due to any redemptions of public shares at the Special Meeting, including in connection
with a liquidation of the Company if it does not effect a business combination prior to its termination date by the Company (see
Note 6). The Non-Redemption Agreement is not expected to increase the likelihood that the Extension Proposals are approved
by stockholders but will increase the amount of funds that remain in the Company’s trust account following the Special Meeting.
In connection with
the Non-Redemption Agreement, the Company amended its advisory agreement with ThinkEquity LLC and agreed to pay ThinkEquity LLC
an advisory fee of $50,000.
Also, in connection
with the Non-Redemption Agreement, a director of the Company agreed to provide a loan to the Sponsor in the principal amount of
approximately $.
Liquidity, Capital Resources, and Going Concern
The Company’s liquidity
needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 (see Note 5) for the
Founder Shares and the loan under an unsecured promissory note from the Sponsor of up to $400,000 (see Note 5) which was fully
repaid on December 31, 2021. Subsequent to the consummation of the IPO, the Company’s liquidity has been satisfied through
the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account. As of September
30, 2023, the Company had $8,992 in its operating bank account and working capital deficit of $5,555,095.
In addition, in order to finance
transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor or certain
of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans, as defined
below (see Note 5). As of September 30, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital
Loans.
The Company expects to incur
significant costs in pursuit of its acquisition plans. Based on the foregoing, management believes that the Company will not have
sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination
or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable,
identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target
businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating
and consummating the Business Combination.
On March 16, 2023, the Sponsor
issued a promissory note allowing the Company to borrow up to $3,000,000 under an unsecured promissory note to be used to defray
expenses in connection with the proposed Business Combination. The promissory note is payable on the date on which the Company
consummates its initial Business Combination. $350,000 in previously advanced fund from the Sponsor is included as part of the
principal of the promissory note and is therefore not available for further use by the Company (see Note 5).
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards
Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going
Concern,” management has determined that the Company’s business plan is dependent on the completion of the Business
Combination, the Company’s existing cash and working capital as of September 30, 2023 are not sufficient to complete its
planned activities for a reasonable period of time, and the date for mandatory liquidation and dissolution raises substantial doubt
about the Company’s ability to continue as a going concern through December 5, 2023, the scheduled liquidation date of the
Company if it does not complete a Business Combination prior to such date. These conditions also raise substantial doubt about
the Company’s ability to continue as a going concern for a period of time within one year after the date that these unaudited
financial statements are issued. Management plans to address this uncertainty through a Business Combination as discussed above.
There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination
Period. The unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Risks and Uncertainties
In February 2022, the Russian
Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including
the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action
and related sanctions on the world economy are not determinable as of the date of these unaudited financial statements. The specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date
of these unaudited financial statements.
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 275 -Publisher FASB -URI https://asc.fasb.org//275/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
+ Details
Name: |
us-gaap_NatureOfOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Significant Accounting Policies
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Significant Accounting Policies |
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.
Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been
condensed or omitted, pursuant to the rules and regulations of the 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 management, the accompanying unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash
flows for the periods presented.
The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31,
2022 as filed with the SEC on March 29, 2023, which contains the audited financial statements and notes thereto. The interim results
for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year
ending December 31, 2023 or for any future interim periods.
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent
registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and 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 statement with another public company
which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the unaudited financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements. Making
estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the unaudited 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. The significant accounting estimate reflected in the Company’s
unaudited financial statements includes, but is not limited to, valuation of Founder Shares.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $8,992 and $147,020
as of September 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of September 30,
2023 and December 31, 2022.
Investments Held in Trust Account
As of September 30, 2023 and December 31, 2022,
substantially all of assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury
securities.
During the period ended September 30, 2023,
the Company withdrew $1,179,378 of the interest income from the Trust Account to pay its tax obligations and $105,619,702 from
the Trust Account in connection with redemptions. Additional withdrawals may occur in future period as permitted under the Trust
Agreement.
A decline in the market value of held-to-maturity
securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such
securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine
whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment
until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence
to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration
of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition
in the geographic area or industry in which the investee operates.
Premiums and discounts are amortized or accreted over the life of
the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion
are included in the “interest income” line item in the statements of operations. Interest income is recognized when
earned.
Deferred Offering Costs
The Company complies with the
requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
340-10-S99-1, “Other Assets and Deferred Costs”. Deferred offering costs consists of legal, accounting, underwriting
fees and other costs incurred through the balance sheet date that are directly related to the Public Offering. Offering costs are
allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total
proceeds received. Upon closing of the IPO on November 5, 2021, offering costs associated with the Class A common stock and the
warrants were charged to stockholders’ equity. Upon the IPO on November 5, 2021 offering costs amounted to $3,040,822, all
of which was allocated to stockholders’ equity.
Share Based Compensation
The Company complies with ASC
718 Compensation- Stock Compensation, regarding interests in founder shares acquired by directors and advisors of the Company as
compensation. The interests in the founder shares vested upon the Company completing the initial public offering and compensation
expense has been recorded accordingly at that date based upon the initial grant date fair value. The determination of the fair
value of the share-based compensation awards represents a significant estimate within the financial statements. The fair value
is based upon a Monte Carlo valuation that considers the probability of an initial public offering, business combination and other
risk factors.
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Fair Value Measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at
the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|
|
● |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
|
|
● |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Class A Common Stock Subject to Possible
Redemption
The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured
at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject
to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption
value as temporary equity, outside of the stockholders’(deficit) equity section of the Company’s balance sheets.
The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal
the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were
also the redemption date for the security. Effective with the closing of the IPO, the Company recognized the accretion from initial
book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated
deficit. There was $1,878,069 increase in the redemption value at September 30, 2023 since the interest earned to date from marketable
securities held in Trust Account exceed the franchise taxes incurred and provision for income taxes to date. The dissolution expense
of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in
the event of the Company’s liquidation.
At September 30, 2023 and December 31, 2022,
the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table:
Schedule of reconciliation | |
| | |
Gross proceeds | |
$ | 115,000,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (6,725,456 | ) |
Issuance cost of redeemable Class A common stock | |
| (3,040,822 | ) |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 13,075,318 | |
Class A common stock subject to possible redemption, December 31, 2022 | |
| 118,309,040 | |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 939,298 | |
Class A common stock subject to possible redemption, March 31, 2023 | |
| 119,248,338 | |
Less: | |
| | |
Redemptions | |
| (105,619,702 | ) |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 669,929 | |
Class A common stock subject to possible redemption, June 30, 2023 | |
| 14,298,565 | |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 268,842 | |
Class A common stock subject to possible redemption, September 30, 2023 | |
$ | 14,567,407 | |
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 FASB
ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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.
Warrants
The Company accounts for warrants as either
equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable
authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815.
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of
a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815,
including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially
require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for
equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period
end date while the warrants are outstanding.
If the stock subject to mandatory redemptions
provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statements
of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish
the instruments from other financial statement liabilities. The Company concludes that the Company’s warrants defined in
Note 7 do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants
are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company
accounts for the 11,500,000 Public Warrants (Note 3) and 5,500,000 Private Placement Warrants (Note 4) as equity-classified instruments.
Net (Loss) Income Per
Common Share
The Company complies with accounting
and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share is computed by
dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. The Company
has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared
pro rata between the two classes of shares. The Company had not considered the effect of the Private Placement to purchase an aggregate
of 5,500,000 of Class A common stock in the calculation of diluted (loss) income per share, since their exercise is contingent
upon future events. As a result, diluted net (loss) income per common stock is the same as basic net loss per common stock. The
table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per
share for each class of common stock.
Reconciliation of Net
(Loss) Income per Common Stock
Basic and diluted net (loss)
income per share for Class A common stock and for Class B common stock is calculated as follows:
Schedule of earnings per share, basic and diluted | |
| | | |
| | |
| |
For the Three Months Ended September 30, |
| |
2023 | |
2022 |
Net (Loss) Income per share for Class A common stock: | |
| | | |
| | |
Allocation of net (loss) income to Class A common stock | |
$ | (238,358 | ) | |
$ | 187,458 | |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class A common stock | |
| 1,335,696 | | |
| 11,557,500 | |
Basic and diluted net (loss) income per share | |
$ | (0.18 | ) | |
$ | 0.02 | |
| |
| | | |
| | |
Net (Loss) Income per share for Class B common stock: | |
| | | |
| | |
Allocation of net (loss) income to Class B common stock | |
$ | (515,574 | ) | |
$ | 46,861 | |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class B common stock | |
| 2,889,149 | | |
| 2,889,149 | |
Basic and diluted net (loss) income per share | |
$ | (0.18 | ) | |
$ | 0.02 | |
| |
For the Nine Months Ended September 30, |
| |
2023 | |
2022 |
Net Loss per share for Class A common stock: | |
| | | |
| | |
Allocation of net loss to Class A common stock | |
$ | (1,144,521 | ) | |
$ | (110,509 | ) |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class A common stock | |
| 6,399,232 | | |
| 11,557,500 | |
Basic and diluted net loss per share | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Net Loss per share for Class B common stock: | |
| | | |
| | |
Allocation of net loss to Class B common stock | |
$ | (516,733 | ) | |
$ | (27,625 | ) |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class B common stock | |
| 2,889,149 | | |
| 2,889,149 | |
Basic and diluted net loss per share | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
Income Taxes
The Company accounts for income taxes under
ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities
and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires
a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be
realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance
recorded against it.
ASC 740-270-25-2 requires that an annual effective
tax rate be determined, and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5.
The Company’s effective tax rate was (3.98%) and 22.75% for the three months ended September 30, 2023 and 2022, respectively,
and (35.15%) and (104.18%) for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs
from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes in the valuation
allowance on the deferred tax assets.
While ASC 740 identifies usage of an 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 effective tax rate for the Company is complicated due to the potential
impact of the timing of any 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 expense in a current period based on ASC 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 reasonable 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 usual elements that can impact its annualized book income and its impact on the effective
tax rate. As such, the Company is computing its taxable income (or loss) and associated income tax provision based on actual results
through September 30, 2023.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position 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.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure
and transition.
The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued
for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions
and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.
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 Deposit Insurance Corporation coverage of $250,000. At December 31, 2022 and 2021, the Company had not experienced losses
on this account. As of September 30, 2023 and December 31, 2022, the Company had $8,992 and $147,020, respectively, in its cash
account.
Recent Accounting Standards
Management does not believe that any other
recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
unaudited financial statements.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Initial Public Offering
|
9 Months Ended |
Sep. 30, 2023 |
Initial Public Offering |
|
Initial Public Offering |
Note 3 — Initial Public Offering
On November 5, 2021, the Company sold 11,500,000
Units, including the full exercise of the underwriters’ over-allotment option to purchase 1,500,000 Units, at a purchase
price of $10.00 per Unit. Each unit consists of one Public Share, an aggregate of 11,500,000 Public Shares, and one redeemable
Public Warrant, an aggregate of 11,500,000 Public Warrants. Each Public Warrant entitles the holder to purchase one share of Class
A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
|
X |
- References
+ Details
Name: |
TGVC_DisclosureInitialPublicOfferingAbstract |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_PublicOfferingTextBlock |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Private Placement
|
9 Months Ended |
Sep. 30, 2023 |
Private Placement |
|
Private Placement |
Note 4 — Private Placement
Simultaneously with the closing of the IPO,
the Sponsor purchased an aggregate of 5,500,000 Private Placement Warrants at a price of $1.00 per warrant in a private placement,
for an aggregate purchase price of $5,500,000. Each Private Placement Warrant entitles the holder thereof to purchase one share
of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustments (see Note 7), and will expire
worthless if the Company does not complete the initial Business Combination.
The Private Placement Warrants are identical
to the Public Warrants except that they will not be transferable, assignable or saleable until 30 days after the Business Combination
except to certain permitted transferees.
|
X |
- References
+ Details
Name: |
TGVC_DisclosurePrivatePlacementAbstract |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_PrivatePlacementTextBlock |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Related Party Transactions
|
9 Months Ended |
Sep. 30, 2023 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
Note 5 — Related Party Transactions
Founder Shares
In 2021, the Sponsor and other founders (the
“Initial Stockholder”) paid $ in exchange for shares of Common stock (the “Founder Shares”).
The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum
of 11,500,000 Units if the underwriter’s over-allotment option was exercised in full, and therefore that such Founder Shares
represent 20% of the outstanding shares after the IPO.
Two of the initial stockholders, TriPoint Capital
Management, LLC (“TriPoint”), a Delaware limited liability company, and HFI Limited (“HFI”), a Cayman Islands
company, serve in an advisory capacity to the Sponsor with the Company being a primary beneficiary, and their participation in
the purchase of Founder Shares is considered as part of their compensation as advisors. Accordingly, upon consummation of the IPO
on November 5, 2021, the Company recorded the excess fair value above the purchase price of the 300,000 Founder Shares purchased
by TriPoint and HFI as an offering cost of $579,110, which were charged to stockholders’ equity.
On November 2, 2021, the Sponsor entered into
an Agreement with the
The Initial Stockholders have agreed not to
transfer, assign, or sell any of their Founder Shares until the earlier to occur of: (A) nine months after the completion of the
initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the 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 initial Business Combination,
or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities
or other property, except with respect to permitted transferees.
Due from Related Party
Pursuant to the approval of the Charter Amendment
Proposal and the Trust Amendment Proposal the Sponsor will deposit extension-related contributions into the Trust Account. During
the nine months ended September 30, 2023, the Company contributed $267,137 on behalf of the Sponsor to extend the termination date.
As of September 30, 2023 and December 31, 2022, there were $267,137 and $0, respectively, outstanding under due from related party.
Advance from Related Party
On May 10, 2023, pursuant to the approval of
the Charter Amendment Proposal and the Trust Amendment Proposal the contributions made by Sponsor to the Trust Account to extend
the termination date will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable upon consummation
of an initial Business Combination. As of September 30, 2023, the Company has contributed $267,137 to the Trust Account in which
will be reimbursed by Sponsor.
Promissory Note — Related Party
The Sponsor issued a promissory note allowing
the Company to borrow up to $400,000 under an unsecured promissory note to be used for a portion of the expenses of the IPO. The
Company had borrowed $227,690 under the promissory note. At December 31, 2021, the Company fully repaid the outstanding promissory
note.
On March 16, 2023, the Sponsor issued a promissory
note allowing the Company to borrow up to $3,000,000 under an unsecured promissory note to be used to defray expenses in connection
with the proposed Business Combination. The promissory note is payable on the date on which the Company consummates its initial
Business Combination. $350,000 in previously advanced fund from the Sponsor is included as part of the principal of the promissory
note and is therefore not available for further use by the Company. At September 30, 2023 and December 31, 2022, the Company has
$469,000 and $0 outstanding promissory notes, respectively.
Due to Related Parties
As of September 30, 2023 and December 31, 2022,
there were $10,220 and $106,215, respectively, outstanding under due to related parties including the monthly administrative service
fee.
Working Capital Loans
The Sponsor has committed that they are willing
and able to provide the Company with any additional funds it needs to carry out its operations. In order to finance transaction
costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s
officers and directors have committed to loan the Company funds as may be required (the “Working Capital Loans”). If
the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust
Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the
event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the
Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up
to $3,000,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price
of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the
Sponsor. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans.
Administrative Service Fee
The Company entered into an administrative
services agreement on November 2, 2021, pursuant to which the Company will pay an affiliate of the Sponsor, $445 per month for
office space, utilities and secretarial and administrative support. Upon completion of the initial Business Combination or the
Company’s liquidation, the Company will cease paying these monthly fees. Total expense under the administrative services
agreement during the three and nine months ended September 30, 2023, were $1,335 and $4,005, respectively. Total expense under
the administrative services agreement during the three and nine months ended September 30, 2022, were $1,335 and $4,005, respectively.
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(g)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(e)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//850/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-6
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Commitments and Contingencies
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Note 6 — Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private
Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock
issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital
Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the Effective Date of the registration statement of which this prospectus forms a part, requiring the
Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A common
stock). The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company
registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to the Company’s completion of the initial Business Combination.
Underwriting Agreement
On November 5, 2021, the Company paid a cash
underwriting discount of 1.0% per Unit, or $1,150,000. In addition, the underwriting agreement provides the option to purchase
up to 1,500,000 additional Units to cover any over-allotments, if any, at the Proposed Public Offering price of $10.00 less the
underwriting discount of 1%. The over-allotment was exercised in full upon the IPO on November 5, 2021.
Representative Units
Simultaneous with the closing of the IPO, the
Company issued to ThinkEquity, as part of representative compensation upon the consummation of the IPO, 57,500 Representative Units
(the “Representative Units”). The Representative Units consist of one share of Class A common stock and one redeemable
warrant to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Representative
Units are identical to the Units except, and so long as the Representative Units are held by ThinkEquity (and/or its designees)
or its permitted transferees, they (i) may not (including the Class A common stock issuable upon exercise of the warrants), subject
to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial
Business Combination, (ii) may be exercised by the holders on a cashless basis, (iii) will be entitled to registration rights and
(iv) will not be exercisable more than five years from the Effective Date of the registration statement of which this prospectus
forms a part in accordance with FINRA Rule 5110(f)(2)(G)(i). ThinkEquity has agreed (i) to waive its redemption rights with respect
to the warrants underlying the Representative Units in connection with the completion of the initial Business Combination and (ii)
to waive its rights to liquidating distributions from the Trust Account with respect to such warrants if the Company fails to complete
the initial Business Combination within 24 months from the closing of the IPO.
Advisory Services Agreement
On December 23, 2022, the Company entered into
an agreement with ThinkEquity to provide financial advisory services in connection with the proposed Business Combination with
The Flexi Group Ltd. The Company shall pay ThinkEquity an advisory fee for the Advisory Services in an amount equal to greater
of either (i) 4.0% of the net funds from the Company’s Trust Account after investor redemptions, or (ii) $300,000, which
fee shall be due and payable in immediately available funds on the day of closing of the proposed Business Combination. In addition
to any fees which may be payable to ThinkEquity under the agreement, the Company shall reimburse ThinkEquity, upon reasonable request
made from time to time, for its reasonable and documented out-of-pocket expenses incurred in connection with the Advisory Services
up to a maximum of $15,000, including, but not limited to, the reasonable and documented fees and disbursements of ThinkEquity’s
legal counsel.
In connection with
the Non-Redemption Agreement, the Company amended its advisory agreement with ThinkEquity LLC and agreed to pay ThinkEquity LLC
an advisory fee of $50,000.
Inflation Reduction Act
of 2022
On August 16, 2022, the Inflation
Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new
U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic
subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing
corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the
fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax,
repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value
of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department
of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and
prevent the abuse or avoidance of the excise tax.
On May 10, 2023, the Company’s
stockholders redeemed 10,164,304 shares of Class A shares of common stock for a total of $105,619,702. The Company evaluated the
classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss
contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset or the incurrence of
a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate
treatment. The Company evaluated the current status and probability of completing a Business Combination as of September 30, 2023
and concluded that it is probable that a contingent liability should be recorded. As of September 30, 2023, the Company recorded
$1,056,197 of excise tax liability calculated as 1% of shares redeemed on May 10, 2023.
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482648/440-10-50-4
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 450 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//450/tableOfContent
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 440 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480327/954-440-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482648/440-10-50-4
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 440 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//440/tableOfContent
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Stockholders’ Deficit
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
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. As of 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 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. At September
30, 2023 and December 31, 2022, there were 57,500 shares of Class A common stock issued and outstanding (excluding 1,335,696 and
11,500,000 shares of Class A common stock subject to possible redemption, respectively).
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. At September
30, 2023 and December 31, 2022, there were 2,889,149 shares of Class B common stock issued and outstanding.
The shares of Class B common stock will automatically
convert into shares of the Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject
to adjustment for stock splits, stock dividends, reorganizations, recapitalizations, and the like, and subject to further adjustment
as provided herein.
Warrants – At September
30, 2023 and December 31, 2022, 11,500,000 Public Warrants and 5,500,000 Private Placement Warrants are currently outstanding.
Each warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share,
subject to adjustment as described herein. 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 the initial Business Combination at a Newly
Issued 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 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, prior to such issuance), (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 the
initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z)
The Market Value (defined as the volume weighted average reported trading price of Class A Common Stock for twenty trading days
starting on the trading day prior to the date of the consummation of the initial Business Combination) 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 described above will be adjusted (to the nearest
cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
Each warrant is exercisable at any time commencing
on the later of 30 days after the completion of an initial business combination and 12 months from the closing of the IPO and terminating
at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company
consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in the Warrant Agreement
and (iii) the liquidation of the Trust Account (the “Expiration Date”). The Company in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty
(20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension
shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as
any Private Warrant is held by the Sponsor and/or their designees, such Private Warrant may not be exercised after five years from
the Effective Date of the Registration Statement. The warrants will expire at 5:00 p.m., New York City time on the warrant expiration
date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On
the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.
The Company will not be obligated to deliver
any shares of Class A 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 with respect to the shares of Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations described
below with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue 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.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder
of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event
will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the
exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely
for the share of Class A common stock underlying such Unit.
The Company is not registering the shares of
Class A common stock issuable upon exercise of the warrants at this time. However, the Company has agreed that as soon as practicable
after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement
to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire
or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock
issuable upon exercise of the warrants is not effective within 60 business days after the closing of the initial Business Combination,
warrant holders may, until such time as there is an effective registration statement and during any period when the Company will
have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act or another exemption.
Redemption of warrants:
Once the warrants become exercisable, the Company
may redeem the outstanding warrants:
|
● |
In whole and not in part; |
|
|
|
|
● |
at a price of $0.01 per warrant; |
|
|
|
|
● |
upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and |
|
|
|
|
● |
if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
If the Company calls the warrants for redemption
as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the management
will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on the
stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of the warrants. In such
event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants,
multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below)
by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class
A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent
to the holders of warrants. If the Company’s management takes advantage of this option, the notice of redemption will contain
the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants,
including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number
of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480237/815-40-50-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-16
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Fair Value Measurements
|
9 Months Ended |
Sep. 30, 2023 |
Fair Value Disclosures [Abstract] |
|
Fair Value Measurements |
Note 8 — Fair Value
Measurements
The fair value of the Company’s
certain assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented
in the balance sheets as of September 30, 2023 and December 31, 2022. The fair values of cash and cash equivalents, prepaid assets,
accounts payable and accrued expenses are estimated to approximate the carrying values as of September 30, 2023 and December 31,
2022 due to the short maturities of such instruments.
The following table presents
information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September
30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine
such fair value:
Schedule of fair value on a recurring basis | |
| | | |
| | | |
| | | |
| | |
Description: | |
Level | |
September 30, 2023 | |
Level | |
December 31, 2022 |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S. Money Market Funds Held in Trust Account | |
| 1 | | |
| 14,632,141 | | |
| 1 | | |
$ | 118,956,557 | |
There were no transfers between Levels 1, 2
or 3 during the period ended September 30, 2023 and December 31, 2022.
|
X |
- References
+ Details
Name: |
us-gaap_FairValueDisclosuresAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_FairValueDisclosuresTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Subsequent Events
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
Subsequent Events |
Note 9 — Subsequent Events
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date the unaudited condensed financial statements
were issued. Except as disclosed in the footnotes elsewhere and below, the Company did not identify any subsequent events that
would have required adjustment or disclosure in the unaudited condensed financial statements.
On October 9, 2023, the Company received
a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
indicating that, based on the number of beneficial holders and holders of record of the Company’s Class A common stock (the
“Total Holders”), the Company no longer meets Listing Rule 5450(a)(2), which requires listed companies to maintain
a minimum of 400 Total Holders. Nasdaq Listing Rule 5810(c)(2)(C) provides TGVC with a period of 45 calendar days, or until November
24, 2023 (the “Compliance Date”), to submit a plan to regain compliance. Pursuant to Nasdaq Listing Rule 5810(c)(2)(B)(i),
if Nasdaq accepts the Company’s compliance plan, then Nasdaq may grant an extension of up to 180 calendar days from the date
of the Notice for compliance with the Total Holders requirement. If Nasdaq does not accept the Company’s compliance plan,
then the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
On
October 25, 2023, the Company entered into a second amendment to the Advisory Agreement with ThinkEquity, dated December 23, 2022
(such amendment, the “Advisory Agreement Amendment”), pursuant to which the Company agreed to pay ThinkEquity a fee
of $40,000 in connection with ThinkEquity providing advisory services to the Company in connection with the Non-Redemption Agreement.
On October 27, 2023,
the Company and its Sponsor entered into an agreement (the ”Non-Redemption Agreement”) with Bulldog Investors,
LLP (“Bulldog”) and Phillip Goldstein (together with Bulldog, the “Investors”), in connection with the
Company’s Special Meeting (see below). The Non-Redemption Agreement provides for, among other things, the Sponsor,
or its designee, to pay up to an aggregate of $369,002 (the “Second Extension Non-Redemption Payment”) to the Investors
in exchange for the Investors agreeing to hold and to not redeem certain shares of common stock of the Company held by them (the
“Acquired Investor Shares”) if the Extension is approved and becomes effective. If the Sponsor or its designee fails
to make the Second Extension Non-Redemption Payment under the Non-Redemption Agreement (subject to a two (2) day grace period)
(such date, inclusive of the grace period, the “Liquidation Trigger Date”), then the Company will liquidate and dissolve
as soon as practicable (and not later than three (3) days) after the Liquidation Trigger Date.
In connection with
the Non-Redemption Agreement, the Company paid ThinkEquity LLC an advisory fee of $40,000.
On November 1, 2023,
the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s
stockholders approved a third amendment to the Trust Agreement (the “Third Trust Amendment”) that extends the date
by which the Company must liquidate the Trust Account established in connection with the Company’s IPO, from November 5,
2023 to May 5, 2024, as described in the Definitive Proxy Statement on Form DEF 14A filed by the Company with the SEC on October
12, 2023 (the “Proxy Statement”). Following such approval by the Company’s stockholders, the Company and CST
entered into the Third Trust Amendment on November 1, 2023.
In connection with
the Charter Amendment Proposal, holders of 467,026 shares of the Common Stock exercised their right to redeem their shares (and
did not withdraw their requests for redemption) for a cash redemption price of approximately $11.04 per share, or an aggregate
redemption amount of approximately $5.16 million. Following such redemptions, approximately $9.59 million will remain in the Trust
Account and 3,815,319 shares of Common Stock will remain issued and outstanding.
On November 1, 2023, the Company and CST entered into a fourth amendment to the Trust Agreement (the “Fourth Trust Amendment”)
to allow for the funds in the Trust Account to be held in an interest-bearing bank demand deposit account.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Significant Accounting Policies (Policies)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.
Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been
condensed or omitted, pursuant to the rules and regulations of the 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 management, the accompanying unaudited condensed financial statements include all adjustments, consisting
of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash
flows for the periods presented.
The accompanying unaudited
condensed financial statements should be read in conjunction with the Company’s Form 10-K for the year ended December 31,
2022 as filed with the SEC on March 29, 2023, which contains the audited financial statements and notes thereto. The interim results
for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year
ending December 31, 2023 or for any future interim periods.
|
Emerging Growth Company |
Emerging Growth Company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS
Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent
registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and 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 statement with another public company
which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
|
Use of Estimates |
Use of Estimates
The preparation of the unaudited financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited financial statements. Making
estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the unaudited 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. The significant accounting estimate reflected in the Company’s
unaudited financial statements includes, but is not limited to, valuation of Founder Shares.
|
Cash and Cash Equivalents |
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $8,992 and $147,020
as of September 30, 2023 and December 31, 2022, respectively. The Company did not have any cash equivalents as of September 30,
2023 and December 31, 2022.
|
Investments Held in Trust Account |
Investments Held in Trust Account
As of September 30, 2023 and December 31, 2022,
substantially all of assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury
securities.
During the period ended September 30, 2023,
the Company withdrew $1,179,378 of the interest income from the Trust Account to pay its tax obligations and $105,619,702 from
the Trust Account in connection with redemptions. Additional withdrawals may occur in future period as permitted under the Trust
Agreement.
A decline in the market value of held-to-maturity
securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such
securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine
whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment
until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence
to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration
of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition
in the geographic area or industry in which the investee operates.
Premiums and discounts are amortized or accreted over the life of
the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion
are included in the “interest income” line item in the statements of operations. Interest income is recognized when
earned.
|
Deferred Offering Costs |
Deferred Offering Costs
The Company complies with the
requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
340-10-S99-1, “Other Assets and Deferred Costs”. Deferred offering costs consists of legal, accounting, underwriting
fees and other costs incurred through the balance sheet date that are directly related to the Public Offering. Offering costs are
allocated to the separable financial instruments to be issued in the IPO based on a relative fair value basis, compared to total
proceeds received. Upon closing of the IPO on November 5, 2021, offering costs associated with the Class A common stock and the
warrants were charged to stockholders’ equity. Upon the IPO on November 5, 2021 offering costs amounted to $3,040,822, all
of which was allocated to stockholders’ equity.
|
Share Based Compensation |
Share Based Compensation
The Company complies with ASC
718 Compensation- Stock Compensation, regarding interests in founder shares acquired by directors and advisors of the Company as
compensation. The interests in the founder shares vested upon the Company completing the initial public offering and compensation
expense has been recorded accordingly at that date based upon the initial grant date fair value. The determination of the fair
value of the share-based compensation awards represents a significant estimate within the financial statements. The fair value
is based upon a Monte Carlo valuation that considers the probability of an initial public offering, business combination and other
risk factors.
|
Fair Value of Financial Instruments |
The fair value of the Company’s assets
and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,”
approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
|
Fair Value Measurements |
Fair Value Measurements
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at
the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|
|
● |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
|
|
● |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
|
Class A Common Stock Subject to Possible Redemption |
Class A Common Stock Subject to Possible
Redemption
The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured
at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject
to occurrence of uncertain future events. Accordingly, Class A common stock subject to possible redemption is presented at redemption
value as temporary equity, outside of the stockholders’(deficit) equity section of the Company’s balance sheets.
The Company recognizes changes in redemption
value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal
the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were
also the redemption date for the security. Effective with the closing of the IPO, the Company recognized the accretion from initial
book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated
deficit. There was $1,878,069 increase in the redemption value at September 30, 2023 since the interest earned to date from marketable
securities held in Trust Account exceed the franchise taxes incurred and provision for income taxes to date. The dissolution expense
of $100,000 is not included in the redemption value of the shares subject to redemption since it is only taken into account in
the event of the Company’s liquidation.
At September 30, 2023 and December 31, 2022,
the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table:
Schedule of reconciliation | |
| | |
Gross proceeds | |
$ | 115,000,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (6,725,456 | ) |
Issuance cost of redeemable Class A common stock | |
| (3,040,822 | ) |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 13,075,318 | |
Class A common stock subject to possible redemption, December 31, 2022 | |
| 118,309,040 | |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 939,298 | |
Class A common stock subject to possible redemption, March 31, 2023 | |
| 119,248,338 | |
Less: | |
| | |
Redemptions | |
| (105,619,702 | ) |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 669,929 | |
Class A common stock subject to possible redemption, June 30, 2023 | |
| 14,298,565 | |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 268,842 | |
Class A common stock subject to possible redemption, September 30, 2023 | |
$ | 14,567,407 | |
|
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 FASB
ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). 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.
|
Warrants |
Warrants
The Company accounts for warrants as either
equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable
authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815.
The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of
a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815,
including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially
require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for
equity classification. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period
end date while the warrants are outstanding.
If the stock subject to mandatory redemptions
provisions represents the only shares in the reporting entity, it must report instruments in the liabilities section of its statements
of financial position. The stock subject must then describe them as shares subject to mandatory redemption, so as to distinguish
the instruments from other financial statement liabilities. The Company concludes that the Company’s warrants defined in
Note 7 do not exhibit any of the above characteristics and, therefore, are outside the scope of ASC 480.
For issued or modified warrants that meet all
of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital
at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity classification, the warrants
are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company
accounts for the 11,500,000 Public Warrants (Note 3) and 5,500,000 Private Placement Warrants (Note 4) as equity-classified instruments.
|
Net (Loss) Income Per Common Share |
Net (Loss) Income Per
Common Share
The Company complies with accounting
and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share is computed by
dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. The Company
has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared
pro rata between the two classes of shares. The Company had not considered the effect of the Private Placement to purchase an aggregate
of 5,500,000 of Class A common stock in the calculation of diluted (loss) income per share, since their exercise is contingent
upon future events. As a result, diluted net (loss) income per common stock is the same as basic net loss per common stock. The
table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per
share for each class of common stock.
|
Reconciliation of Net (Loss) Income per Common Stock |
Reconciliation of Net
(Loss) Income per Common Stock
Basic and diluted net (loss)
income per share for Class A common stock and for Class B common stock is calculated as follows:
Schedule of earnings per share, basic and diluted | |
| | | |
| | |
| |
For the Three Months Ended September 30, |
| |
2023 | |
2022 |
Net (Loss) Income per share for Class A common stock: | |
| | | |
| | |
Allocation of net (loss) income to Class A common stock | |
$ | (238,358 | ) | |
$ | 187,458 | |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class A common stock | |
| 1,335,696 | | |
| 11,557,500 | |
Basic and diluted net (loss) income per share | |
$ | (0.18 | ) | |
$ | 0.02 | |
| |
| | | |
| | |
Net (Loss) Income per share for Class B common stock: | |
| | | |
| | |
Allocation of net (loss) income to Class B common stock | |
$ | (515,574 | ) | |
$ | 46,861 | |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class B common stock | |
| 2,889,149 | | |
| 2,889,149 | |
Basic and diluted net (loss) income per share | |
$ | (0.18 | ) | |
$ | 0.02 | |
| |
For the Nine Months Ended September 30, |
| |
2023 | |
2022 |
Net Loss per share for Class A common stock: | |
| | | |
| | |
Allocation of net loss to Class A common stock | |
$ | (1,144,521 | ) | |
$ | (110,509 | ) |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class A common stock | |
| 6,399,232 | | |
| 11,557,500 | |
Basic and diluted net loss per share | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Net Loss per share for Class B common stock: | |
| | | |
| | |
Allocation of net loss to Class B common stock | |
$ | (516,733 | ) | |
$ | (27,625 | ) |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class B common stock | |
| 2,889,149 | | |
| 2,889,149 | |
Basic and diluted net loss per share | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
|
Income Taxes |
Income Taxes
The Company accounts for income taxes under
ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities
and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires
a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be
realized. As of September 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance
recorded against it.
ASC 740-270-25-2 requires that an annual effective
tax rate be determined, and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5.
The Company’s effective tax rate was (3.98%) and 22.75% for the three months ended September 30, 2023 and 2022, respectively,
and (35.15%) and (104.18%) for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rate differs
from the statutory tax rate of 21% for the three and nine months ended September 30, 2023 and 2022, due to changes in the valuation
allowance on the deferred tax assets.
While ASC 740 identifies usage of an 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 effective tax rate for the Company is complicated due to the potential
impact of the timing of any 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 expense in a current period based on ASC 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 reasonable 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 usual elements that can impact its annualized book income and its impact on the effective
tax rate. As such, the Company is computing its taxable income (or loss) and associated income tax provision based on actual results
through September 30, 2023.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position 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.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure
and transition.
The Company recognizes accrued interest and
penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued
for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position.
The Company has identified the United States
as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions
and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized
tax benefits will materially change over the next twelve months.
|
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 Deposit Insurance Corporation coverage of $250,000. At December 31, 2022 and 2021, the Company had not experienced losses
on this account. As of September 30, 2023 and December 31, 2022, the Company had $8,992 and $147,020, respectively, in its cash
account.
|
Recent Accounting Standards |
Recent Accounting Standards
Management does not believe that any other
recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
unaudited financial statements.
|
X |
- References
+ Details
Name: |
TGVC_CommonstockSubjectToPossibleRedemptionPolicyTextBlock |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_DeferredOfferingCostsPolicyTextBlock |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_EmergingGrowthCompanyStatusPolicyTextBlock |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_ReconciliationOfNetLossPerCommonStockPolicyTextBlock |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure 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).
+ References
+ Details
Name: |
us-gaap_BasisOfAccountingPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-1
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b),(f(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_CompensationRelatedCostsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for credit risk.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 825 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480981/942-825-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
+ Details
Name: |
us-gaap_ConcentrationRiskCreditRisk |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for derivatives entered into for trading purposes and those entered into for purposes other than trading including where and when derivative financial instruments and derivative commodity instruments and their related gains or losses are reported in the entity's statements of financial position, cash flows, and results of operations.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480434/815-10-50-1
+ Details
Name: |
us-gaap_DerivativesReportingOfDerivativeActivity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-2
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities.
+ References
+ Details
Name: |
us-gaap_FairValueMeasurementPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the fair value of financial instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 60 -Paragraph 1 -SubTopic 10 -Topic 820 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482053/820-10-60-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 825 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-1
+ Details
Name: |
us-gaap_FairValueOfFinancialInstrumentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(h)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-17
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-9
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482525/740-10-45-25
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482525/740-10-45-28
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-19
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-20
+ Details
Name: |
us-gaap_IncomeTaxPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for investment in financial asset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(3)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(f)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(f)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(f)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 12 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-12
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 19 -Subparagraph (2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-19
+ Details
Name: |
us-gaap_InvestmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure 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.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for standard warranties including the methodology for measuring the liability.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 460 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482425/460-10-50-8
+ Details
Name: |
us-gaap_StandardProductWarrantyPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-9
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 11 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 12 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-12
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-8
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Significant Accounting Policies (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Schedule of reconciliation |
Schedule of reconciliation | |
| | |
Gross proceeds | |
$ | 115,000,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (6,725,456 | ) |
Issuance cost of redeemable Class A common stock | |
| (3,040,822 | ) |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 13,075,318 | |
Class A common stock subject to possible redemption, December 31, 2022 | |
| 118,309,040 | |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 939,298 | |
Class A common stock subject to possible redemption, March 31, 2023 | |
| 119,248,338 | |
Less: | |
| | |
Redemptions | |
| (105,619,702 | ) |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 669,929 | |
Class A common stock subject to possible redemption, June 30, 2023 | |
| 14,298,565 | |
Plus: | |
| | |
Remeasurement adjustment on redeemable common stock | |
| 268,842 | |
Class A common stock subject to possible redemption, September 30, 2023 | |
$ | 14,567,407 | |
|
Schedule of earnings per share, basic and diluted |
Schedule of earnings per share, basic and diluted | |
| | | |
| | |
| |
For the Three Months Ended September 30, |
| |
2023 | |
2022 |
Net (Loss) Income per share for Class A common stock: | |
| | | |
| | |
Allocation of net (loss) income to Class A common stock | |
$ | (238,358 | ) | |
$ | 187,458 | |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class A common stock | |
| 1,335,696 | | |
| 11,557,500 | |
Basic and diluted net (loss) income per share | |
$ | (0.18 | ) | |
$ | 0.02 | |
| |
| | | |
| | |
Net (Loss) Income per share for Class B common stock: | |
| | | |
| | |
Allocation of net (loss) income to Class B common stock | |
$ | (515,574 | ) | |
$ | 46,861 | |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class B common stock | |
| 2,889,149 | | |
| 2,889,149 | |
Basic and diluted net (loss) income per share | |
$ | (0.18 | ) | |
$ | 0.02 | |
| |
For the Nine Months Ended September 30, |
| |
2023 | |
2022 |
Net Loss per share for Class A common stock: | |
| | | |
| | |
Allocation of net loss to Class A common stock | |
$ | (1,144,521 | ) | |
$ | (110,509 | ) |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class A common stock | |
| 6,399,232 | | |
| 11,557,500 | |
Basic and diluted net loss per share | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
| |
| | | |
| | |
Net Loss per share for Class B common stock: | |
| | | |
| | |
Allocation of net loss to Class B common stock | |
$ | (516,733 | ) | |
$ | (27,625 | ) |
| |
| | | |
| | |
Basic and diluted weighted average shares, Class B common stock | |
| 2,889,149 | | |
| 2,889,149 | |
Basic and diluted net loss per share | |
$ | (0.18 | ) | |
$ | (0.01 | ) |
|
X |
- References
+ Details
Name: |
TGVC_ScheduleOfReconciliationTableTextBlock |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
+ Details
Name: |
us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
X |
- DefinitionTabular disclosure of assets, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_FairValueAssetsMeasuredOnRecurringBasisTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_FairValueDisclosuresAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Organization and Business Operations (Details Narrative) - USD ($)
|
|
|
|
|
|
9 Months Ended |
May 05, 2023 |
Apr. 30, 2023 |
Mar. 16, 2023 |
Dec. 31, 2021 |
Nov. 05, 2021 |
Sep. 30, 2023 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Transaction costs |
|
|
|
|
|
$ 3,040,822
|
Underwriting commissions |
|
|
|
|
|
1,150,000
|
Fair value units |
|
|
|
|
|
575,000
|
Other offering costs |
|
|
|
|
|
$ 736,712
|
Termination date |
|
|
|
|
|
Nov. 05, 2023
|
Number of additional shares |
|
|
|
|
|
2,900,000
|
Net tangible assets |
|
|
|
|
|
$ 5,000,001
|
Trading days |
|
|
|
|
|
30 days
|
Repayment of sponsor |
|
|
|
$ 25,000
|
|
|
Promissory note repaid |
|
|
|
$ 400,000
|
|
|
Loans Payable to Bank |
|
|
|
|
|
$ 8,992
|
Working capital deficit |
|
|
|
|
|
$ 5,555,095
|
Unsecured promissory note |
|
|
$ 3,000,000
|
|
|
|
Principal of promissory note |
|
|
$ 350,000
|
|
|
|
Non Redemption Agreement [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Common stock, shares outstanding |
|
1,335,696
|
|
|
|
|
Non Redemption Agreement [Member] | Common Stock [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Number of shares exercised |
|
10,164,304
|
|
|
|
|
Investor [Member] | Non Redemption Agreement [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Sponsor payment to investor |
|
$ 105,000
|
|
|
|
|
Sponsor [Member] | Non Redemption Agreement [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Principal amount |
|
105,000
|
|
|
|
|
Pub Company [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Trading days |
|
|
|
|
|
150 days
|
Think Equity L L C [Member] | Non Redemption Agreement [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Advisory fee |
|
$ 50,000
|
|
|
|
|
Lock Up Agreement [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Sale price |
|
|
|
|
|
$ 12.00
|
Lock Up Agreement [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
95.00%
|
Trading days |
|
|
|
|
|
20 days
|
Founder Shares [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Fair value units |
|
|
|
|
|
$ 579,110
|
IPO [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Sale of units |
|
|
|
|
11,500,000
|
|
Sale of units per share |
|
|
|
|
$ 10.00
|
|
Proceeds from initial public offering |
|
|
|
|
$ 117,300,000
|
|
Interest expense |
|
|
|
|
$ 100,000
|
|
Principal amount |
$ 320,564
|
|
|
|
|
|
Termination date |
Dec. 05, 2023
|
|
|
|
|
|
IPO [Member] | Non Redemption Agreement [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Sale of units per share |
|
$ 10.39
|
|
|
|
|
Aggregate redemption amount |
|
$ 105,619,702
|
|
|
|
|
Redemption amount in trust account |
|
$ 13,879,535
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Sale of units |
|
|
|
|
1,500,000
|
|
Gross proceeds |
|
|
|
|
$ 115,000,000
|
|
Private Placement Warrants [Member] |
|
|
|
|
|
|
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] |
|
|
|
|
|
|
Sale of units |
|
|
|
|
5,500,000
|
|
Sale of units per share |
|
|
|
|
$ 1.00
|
|
Proceeds from private placement |
|
|
|
|
$ 5,500,000
|
|
X |
- References
+ Details
Name: |
TGVC_AdvisoryFees |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_AggregateRedemptionAmount |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
TGVC_FairValueUnits |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
TGVC_PrincipalOfPromissoryNote |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_RedemptionAmountInTrustAccount |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
TGVC_RepaymentOfPromissoryNote |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_TradingDays |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_TransactionCosts |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_UnsecuredPromissoryNote |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_WorkingCapitalDeficit |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks paid or offered to be paid in a business combination.
+ References
+ Details
Name: |
us-gaap_BusinessAcquisitionSharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine 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.
+ References
+ Details
Name: |
us-gaap_ConsolidationLessThanWhollyOwnedSubsidiaryParentOwnershipInterestEffectsOfChangesNetLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482900/835-30-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-2
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482949/835-30-55-8
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe average effective interest rate during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateDuringPeriod |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 926 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483154/926-20-50-5
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionInterest and debt related expenses associated with nonoperating financing activities of the entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 20 -Topic 835 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483013/835-20-50-1
+ Details
Name: |
us-gaap_InterestAndDebtExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of loans from a bank with maturities initially due after one year or beyond the normal operating cycle if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_LoansPayableToBank |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe cumulative amount of offering costs allocated to the other unit holders.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 5 -Subparagraph (SAB TOPIC 4.F) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-5
+ Details
Name: |
us-gaap_OtherOwnershipInterestsOfferingCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow associated with the amount received from entity's first offering of stock to the public.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceInitialPublicOffering |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow associated with the amount received from entity's raising of capital via private rather than public placement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfPrivatePlacement |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCash outflows under financing arrangements with vendors (seller-financed debt), which had a maturity date at inception of more than one year (or more than one operating cycle, if longer); such debt may have arisen from purchases of property, plant and equipment or other productive assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (c) -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_RepaymentsOfLongtermLoansFromVendors |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionCash received on stock transaction after deduction of issuance costs.
+ References
+ Details
Name: |
us-gaap_SaleOfStockConsiderationReceivedOnTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate the equity-based award expires, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardExpirationDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionOther than shares newly issued, the number of additional shares issued (for example, a stock split) or canceled (for example, to correct a share issuance), during the period under the plan.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOtherShareIncreaseDecrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of share options (or share units) exercised during the current period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(02) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe difference between the price paid by the public and the contract price less the related expenses. A broker-dealer may underwrite a security offering by contracting to buy the issue either at a fixed price or a price based on selling the offering on a best-effort basis.
+ References
+ Details
Name: |
us-gaap_UnderwritingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=TGVC_NonRedemptionAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=TGVC_PubCompanyMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=TGVC_ThinkEquityLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_BusinessAcquisitionAxis=TGVC_LockUpAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TransactionTypeAxis=TGVC_LockUpAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=TGVC_FounderSharesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_IPOMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_OverAllotmentOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=TGVC_PrivatePlacementWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Significant Accounting Policies (Details) - USD ($)
|
3 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Dec. 31, 2022 |
Accounting Policies [Abstract] |
|
|
|
|
Gross proceeds |
|
|
|
$ 115,000,000
|
Proceeds allocated to Public Warrants |
|
|
|
(6,725,456)
|
Issuance cost of redeemable Class A common stock |
|
|
|
(3,040,822)
|
Remeasurement adjustment on redeemable common stock |
|
|
|
13,075,318
|
Class A common stock subject to possible redemption, Beginning balance |
$ 14,298,565
|
$ 119,248,338
|
$ 118,309,040
|
|
Redemptions |
|
(105,619,702)
|
|
|
Remeasurement adjustment on redeemable common stock |
268,842
|
669,929
|
939,298
|
|
Class A common stock subject to possible redemption, Ending balance |
$ 14,567,407
|
$ 14,298,565
|
$ 119,248,338
|
$ 118,309,040
|
X |
- References
+ Details
Name: |
TGVC_ClassCommonStockSubjectToPossibleRedemption |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
TGVC_IssuanceCostOfRedeemableClassCommonStock |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_ProceedsAllocatedToPublicWarrants |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_Redemptions |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_RemeasurementAdjustmentOnRedeemableCommonStock |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_RemeasurementAdjustmentsOnRedeemableCommonStock |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of consideration received by subsidiary or equity investee in exchange for shares of stock issued or sold. Includes amount of cash received, fair value of noncash assets received, and fair value of liabilities assumed by the investor.
+ References
+ Details
Name: |
us-gaap_SaleOfStockConsiderationReceivedPerTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.23.3
Significant Accounting Policies (Details 1) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Common Class A [Member] |
|
|
|
|
Allocation of net (loss) income |
$ (238,358)
|
$ 187,458
|
$ (1,144,521)
|
$ (110,509)
|
Basic weighted average shares |
1,335,696
|
11,557,500
|
6,399,232
|
11,557,500
|
Diluted weighted average shares |
1,335,696
|
11,557,500
|
6,399,232
|
11,557,500
|
Basic net (loss) income per share |
$ (0.18)
|
$ 0.02
|
$ (0.18)
|
$ (0.01)
|
Diluted net (loss) income per share |
$ (0.18)
|
$ 0.02
|
$ (0.18)
|
$ (0.01)
|
Common Class B [Member] |
|
|
|
|
Allocation of net (loss) income |
$ (515,574)
|
$ 46,861
|
$ (516,733)
|
$ (27,625)
|
Basic weighted average shares |
2,889,149
|
2,889,149
|
2,889,149
|
2,889,149
|
Diluted weighted average shares |
2,889,149
|
2,889,149
|
2,889,149
|
2,889,149
|
Basic net (loss) income per share |
$ (0.18)
|
$ 0.02
|
$ (0.18)
|
$ (0.01)
|
Diluted net (loss) income per share |
$ (0.18)
|
$ 0.02
|
$ (0.18)
|
$ (0.01)
|
X |
- References
+ Details
Name: |
TGVC_AllocationOfNetLoss |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-16
+ Details
Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Significant Accounting Policies (Details Narrative) - USD ($)
|
|
3 Months Ended |
9 Months Ended |
|
|
Nov. 05, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Cash account |
|
$ 8,992
|
|
$ 8,992
|
|
$ 147,020
|
|
Cash equivalents |
|
$ 0
|
|
0
|
|
0
|
|
Cash withdrawn from trust account for tax obligations |
|
|
|
1,179,378
|
$ 0
|
|
|
Cash withdrawn from Trust Account in connection with redemption |
|
|
|
105,619,702
|
$ 0
|
|
|
Deferred offering costs |
$ 3,040,822
|
|
|
|
|
|
|
Accretion to common stock subject to redemption |
|
|
|
1,878,069
|
|
|
|
Dissolution expense |
|
|
|
$ 100,000
|
|
|
|
Effective tax rate |
|
3.98%
|
22.75%
|
35.15%
|
104.18%
|
|
|
Statutory tax rate |
|
21.00%
|
21.00%
|
21.00%
|
21.00%
|
|
|
Unrecognized tax benefits |
|
$ 0
|
|
$ 0
|
|
0
|
|
Accrued for interest and penalties |
|
$ 0
|
|
$ 0
|
|
0
|
|
Federal depository insurance corporation coverage |
|
|
|
|
|
$ 250,000
|
$ 250,000
|
Common Class A [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Antidilutive shares |
|
|
|
5,500,000
|
|
|
|
Public Warrants [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Number of share issued |
11,500,000
|
|
|
|
|
|
|
Private Placement Warrants [Member] |
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
Number of share issued |
5,500,000
|
|
|
|
|
|
|
X |
- References
+ Details
Name: |
TGVC_AccretionToCommonStocksSubjectToRedemption |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_CashWithdrawnFromTrustAccountForTaxObligations |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_CashWithdrawnFromTrustAccountInConnectionWithRedemption |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_DissolutionExpense |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionSecurities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of 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.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation.
+ References
+ Details
Name: |
us-gaap_CashFDICInsuredAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSpecific incremental costs directly attributable to a proposed or actual offering of securities which are deferred at the end of the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 5.A) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480341/340-10-S99-1
+ Details
Name: |
us-gaap_DeferredOfferingCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine 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.
+ References
+ Details
Name: |
us-gaap_SubsidiarySaleOfStockLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of unrecognized tax benefits.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 15A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-15A
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10B -Publisher FASB -URI https://asc.fasb.org//1943274/2147482525/740-10-45-10B
+ Details
Name: |
us-gaap_UnrecognizedTaxBenefits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=TGVC_PublicWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=TGVC_PrivatePlacementWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Initial Public Offering (Details Narrative)
|
Nov. 05, 2021
$ / shares
shares
|
Common Class A [Member] |
|
Subsidiary, Sale of Stock [Line Items] |
|
Warrant exercise price | $ / shares |
$ 11.50
|
Public Warrants [Member] |
|
Subsidiary, Sale of Stock [Line Items] |
|
Sale of units |
11,500,000
|
Number of public shares |
11,500,000
|
Number of public warrant |
11,500,000
|
Over-Allotment Option [Member] |
|
Subsidiary, Sale of Stock [Line Items] |
|
Sale of units |
1,500,000
|
IPO [Member] |
|
Subsidiary, Sale of Stock [Line Items] |
|
Sale of units |
11,500,000
|
Sale of units per share | $ / shares |
$ 10.00
|
X |
- References
+ Details
Name: |
TGVC_NumberOfPublicShares |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_NumberOfPublicWarrant |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine 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.
+ References
+ Details
Name: |
us-gaap_SubsidiarySaleOfStockLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=TGVC_PublicWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_OverAllotmentOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_IPOMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
X |
- References
+ Details
Name: |
TGVC_AggregatePurchasePrice |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_AggregatePurchaseShares |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine 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.
+ References
+ Details
Name: |
us-gaap_SubsidiarySaleOfStockLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=TGVC_PrivatePlacementWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Related Party Transactions (Details Narrative) - USD ($)
|
|
|
3 Months Ended |
9 Months Ended |
|
Mar. 16, 2023 |
Nov. 05, 2021 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
Sponsor agreement description |
|
|
|
|
Company’s three independent directors under which they were each assigned 30,000 of the Founder Shares
the Sponsor owned, as an inducement to serve as directors of the Company, for which they paid $0.009 per share, or an aggregate
of $810. The shares are vested upon the consummation of the IPO. The fair value of the 90,000 shares at November 2, 2021, was estimated
using a Monte Carlo simulation model to be approximately $706,000 in the aggregate, which the Company recorded as director compensation
expense.
|
|
|
Related party contribution |
|
|
|
|
$ 267,137
|
|
|
Advance from related party |
|
|
$ 267,137
|
|
267,137
|
|
$ 0
|
Unsecured promissory note |
|
|
|
|
400,000
|
|
|
Borrowed amount |
|
|
227,690
|
|
227,690
|
|
|
Unsecured promissory note |
$ 3,000,000
|
|
|
|
|
|
|
Principal of promissory note |
$ 350,000
|
|
|
|
|
|
|
Outstanding promissory notes |
|
|
469,000
|
|
469,000
|
|
0
|
Due to related parties |
|
|
10,220
|
|
10,220
|
|
106,215
|
Working capital loans |
|
|
0
|
|
0
|
|
0
|
Administrative fee expenses |
|
|
1,335
|
$ 1,335
|
4,005
|
$ 4,005
|
|
IPO [Member] |
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
Sale of units |
|
11,500,000
|
|
|
|
|
|
Private Placement Warrant [Member] |
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
Convertible loans |
|
|
$ 3,000,000
|
|
$ 3,000,000
|
|
|
Share Price |
|
|
$ 1.00
|
|
$ 1.00
|
|
|
Related Party [Member] |
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
Due from related party |
|
|
$ 267,137
|
|
$ 267,137
|
|
$ 0
|
Other Founder [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
Exchange of shares value |
|
$ 25,982
|
|
|
|
|
|
Number of shares exchange |
|
2,889,149
|
|
|
|
|
|
Founder Shares [Member] |
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
Purchase price |
|
300,000
|
|
|
|
|
|
Offering cost fair value |
|
$ 579,110
|
|
|
|
|
|
X |
- References
+ Details
Name: |
TGVC_ExchangeOfSharesValue |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_NumberOfSharesExchange |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_OfferingCostFairValue |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
TGVC_PrincipalOfPromissoryNote |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_PurchasePrice |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_UnsecuredPromissoryNote |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_UnsecuredPromissoryNotes |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_WorkingCapitalLoans |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of expense for administrative fee from service provided, including, but not limited to, salary, rent, or overhead cost.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-3
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
+ Details
Name: |
us-gaap_AdministrativeFeesExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThis is the amount of cash advanced as security in return for borrowing securities from another party.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480848/942-470-50-3
+ Details
Name: |
us-gaap_DepositsPaidForSecuritiesBorrowedAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_LoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount due from parties in nontrade transactions, classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(5)(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(3)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherReceivables |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_IPOMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=TGVC_PrivatePlacementWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=TGVC_OtherFounderMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=TGVC_FounderSharesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Commitments and Contingencies (Details Narrative) - USD ($)
|
May 10, 2023 |
Dec. 23, 2022 |
Nov. 05, 2021 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Due to related party payable |
|
$ 300,000
|
|
|
|
Payment for fees |
|
15,000
|
|
|
|
Excise tax payable |
|
|
|
$ 1,056,197
|
$ 0
|
Common Class A [Member] |
|
|
|
|
|
Number of shares redeemed, shares |
10,164,304
|
|
|
|
|
Number of shares redeemed, value |
$ 105,619,702
|
|
|
|
|
Think Equity L L C [Member] | Non Redemption Agreement [Member] |
|
|
|
|
|
Advisory fee |
|
$ 50,000
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
Purchase of additional units |
|
|
1,500,000
|
|
|
IPO [Member] |
|
|
|
|
|
Purchase of additional units |
|
|
11,500,000
|
|
|
Underwriting Agreement [Member] |
|
|
|
|
|
Cash underwriting discount percent |
|
|
1.00%
|
|
|
Payment of underwriting commissions |
|
|
$ 1,150,000
|
|
|
Underwriting discount percentage |
|
|
1.00%
|
|
|
Underwriting Agreement [Member] | IPO [Member] |
|
|
|
|
|
Share price |
|
|
$ 10.00
|
|
|
X |
- References
+ Details
Name: |
TGVC_AdvisoryFee |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_CashUnderwritingDiscountPercent |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_ExciseTaxPayable |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
TGVC_PaymentOfUnderwritingCommissions |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_UnderwritingDiscountPercent |
Namespace Prefix: |
TGVC_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for fees classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (g) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_PaymentsForFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of stock bought back by the entity at the exercise price or redemption price.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_StockRedeemedOrCalledDuringPeriodShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of stock bought back by the entity at the exercise price or redemption price.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_StockRedeemedOrCalledDuringPeriodValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=TGVC_ThinkEquityLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=TGVC_NonRedemptionAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_OverAllotmentOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_IPOMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TransactionTypeAxis=TGVC_UnderwritingAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Stockholders’ Deficit (Details Narrative) - $ / shares
|
9 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Dec. 31, 2022 |
Class of Stock [Line Items] |
|
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Warrant exercise price |
$ 0.01
|
|
Public Warrants [Member] | IPO [Member] |
|
|
Class of Stock [Line Items] |
|
|
Warrants issued |
|
11,500,000
|
Private Placement Warrants [Member] | IPO [Member] |
|
|
Class of Stock [Line Items] |
|
|
Warrants issued |
|
5,500,000
|
Common Class A [Member] |
|
|
Class of Stock [Line Items] |
|
|
Common stock, shares authorized |
100,000,000
|
100,000,000
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares issued |
57,500
|
57,500
|
Common stock, shares outstanding |
57,500
|
57,500
|
Temporary equity, shares redemption |
1,335,696
|
11,500,000
|
Common Class B [Member] |
|
|
Class of Stock [Line Items] |
|
|
Common stock, shares authorized |
10,000,000
|
10,000,000
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares issued |
2,889,149
|
2,889,149
|
Common stock, shares outstanding |
2,889,149
|
2,889,149
|
X |
- References
+ Details
Name: |
TGVC_WarrantsIssued |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483014/272-10-45-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 272 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482987/272-10-50-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(2)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ClassOfStockLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_TemporaryEquitySharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPer share increase in exercise price of warrant. Excludes change due to standard antidilution provision.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_WarrantExercisePriceIncrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=TGVC_PublicWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_IPOMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=TGVC_PrivatePlacementWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassBMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
X |
- DefinitionLine 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-3
+ Details
Name: |
us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)
|
Nov. 01, 2023 |
Oct. 27, 2023 |
Oct. 25, 2023 |
Subsequent Event [Line Items] |
|
|
|
Common stock, shares issued |
3,815,319
|
|
|
Common stock, shares outstanding |
3,815,319
|
|
|
Common Stock [Member] |
|
|
|
Subsequent Event [Line Items] |
|
|
|
Sale of units |
467,026
|
|
|
Redemption price per share |
$ 11.04
|
|
|
Aggregate redemption amount |
$ 5,160,000
|
|
|
Redemption amount Held in trust account |
$ 9,590,000
|
|
|
Think Equity L L C [Member] |
|
|
|
Subsequent Event [Line Items] |
|
|
|
Advisory fee |
|
$ 40,000
|
$ 40,000
|
Bulldog Investors L L P [Member] |
|
|
|
Subsequent Event [Line Items] |
|
|
|
Payment for Non-Redemption of shares |
|
$ 369,002
|
|
X |
- References
+ Details
Name: |
TGVC_AdvisoryFee |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_PaymentForNonredemptionOfShares |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
TGVC_RedemptionAmountHeldInTrustAccount |
Namespace Prefix: |
TGVC_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal 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.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionCash received on stock transaction after deduction of issuance costs.
+ References
+ Details
Name: |
us-gaap_SaleOfStockConsiderationReceivedOnTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDetail 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.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=TGVC_ThinkEquityLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=TGVC_BulldogInvestorsLLPMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
TG Venture Acquisition (NASDAQ:TGVCU)
過去 株価チャート
から 9 2024 まで 10 2024
TG Venture Acquisition (NASDAQ:TGVCU)
過去 株価チャート
から 10 2023 まで 10 2024