Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 26, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | BYNORDIC ACQUISITION CORPORATION | ||
Entity Central Index Key | 0001801417 | ||
Entity File Number | 001-41273 | ||
Entity Tax Identification Number | 84-4529780 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 182,677,500 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | c/o Pir 29 | ||
Entity Address, Address Line Two | Einar Hansens Esplanad 29 | ||
Entity Address, City or Town | Malmö | ||
Entity Address, Country | SE | ||
Entity Address, Postal Zip Code | 211 13 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | +46 | ||
Local Phone Number | 707 29 41 00 | ||
Units, each consisting of one share of Class A common stock, par value $0.0001, and one-half of one redeemable warrant | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, par value $0.0001, and one-half of one redeemable warrant | ||
Trading Symbol | BYNOU | ||
Security Exchange Name | NASDAQ | ||
Class A common stock, par value $0.0001 | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 | ||
Trading Symbol | BYNO | ||
Security Exchange Name | NASDAQ | ||
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Trading Symbol | BYNOW | ||
Security Exchange Name | NASDAQ | ||
Class A common stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,526,272 | ||
Class B common stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Marcum LLP |
Auditor Firm ID | 688 |
Auditor Location | New York, NY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 2,306,735 | $ 936,061 |
Prepaid expenses and other current assets | 34,818 | 219,924 |
Total current assets | 2,341,553 | 1,155,985 |
Marketable securities held in Trust Account | 39,516,637 | 178,686,634 |
Total assets | 41,858,190 | 179,842,619 |
Current liabilities: | ||
Accrued expenses and other current liabilities | 72,319 | 214,614 |
Accrued offering costs | 25,353 | |
Excise tax payable | 1,455,846 | |
Taxes payable | 46,789 | 600,538 |
Deferred tax liability | 36,946 | 127,030 |
Total current liabilities | 6,664,400 | 1,015,035 |
Deferred legal fee | 175,000 | 175,000 |
Deferred underwriters’ discount | 6,037,500 | 6,037,500 |
Total liabilities | 12,876,900 | 7,227,535 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, 3,586,272 and 17,250,000 shares at redemption value of $10.99 and $10.32 per share as of December 31, 2023 and 2022, respectively | 39,424,354 | 177,952,353 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (10,443,733) | (5,337,938) |
Total stockholders’ deficit | (10,443,064) | (5,337,269) |
Total Liabilities, Commitments and Contingencies and Stockholders’ Deficit | 41,858,190 | 179,842,619 |
Class A Common Stock | ||
Stockholders’ Deficit | ||
Common stock, Value | 94 | 94 |
Class B Common Stock | ||
Stockholders’ Deficit | ||
Common stock, Value | 575 | 575 |
Related Party | ||
Current liabilities: | ||
Promissory note – related party | 4,935,000 | |
Due to related party | $ 117,500 | $ 47,500 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption, shares at redemption value | 3,586,272 | 17,250,000 |
Common stock subject to possible redemption, per share (in Dollars per share) | $ 10.99 | $ 10.32 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 940,000 | 940,000 |
Common stock, shares outstanding | 940,000 | 940,000 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative support fees | $ 120,000 | $ 107,500 |
Franchise taxes | 186,188 | 198,531 |
Insurance | 210,624 | 317,646 |
Listing and filing fees | 103,357 | 136,159 |
Other operating costs | 873,898 | 348,053 |
Total loss from operations | (1,494,067) | (1,107,889) |
Other income: | ||
Refund of income tax penalty | 52,170 | |
Interest earned on investments held in Trust Account and cash | 6,153,996 | 2,749,881 |
Income before provision for income taxes | 4,659,929 | 1,694,162 |
Provision for income taxes | (1,253,240) | (533,345) |
Net income | $ 3,406,689 | $ 1,160,817 |
Class A Common Stock | ||
Other income: | ||
Basic weighted average shares outstanding (in Shares) | 13,023,988 | 16,101,863 |
Basic net income per share (in Dollars per share) | $ 0.18 | $ 0.05 |
Class B Common Stock | ||
Other income: | ||
Basic weighted average shares outstanding (in Shares) | 5,750,000 | 5,651,370 |
Basic net income per share (in Dollars per share) | $ 0.18 | $ 0.05 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock | ||
Diluted weighted average shares outstanding | 13,023,988 | 16,101,863 |
Diluted net income per share | $ 0.18 | $ 0.05 |
Class B Common Stock | ||
Diluted weighted average shares outstanding | 5,750,000 | 5,651,370 |
Diluted net income per share | $ 0.18 | $ 0.05 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 575 | $ 24,425 | $ (67,960) | $ (42,960) | |
Balance (in Shares) at Dec. 31, 2021 | 5,750,000 | ||||
Proceeds allocated to public warrants | 3,450,000 | 3,450,000 | |||
Sale of private placement shares | $ 94 | 9,399,906 | 9,400,000 | ||
Sale of private placement shares (in Shares) | 940,000 | ||||
Excess of fair value of anchor investor | 6,317,382 | 6,317,382 | |||
Sale of Class B founder shares | 3,866 | 3,866 | |||
Offering costs allocated to public warrants and private placement shares | (380,438) | (380,438) | |||
Remeasurement of redeemable shares under ASC 480-10-S99 | (12,497,759) | (10,745,824) | (23,243,583) | ||
Reclassification adjustment | (2,002,353) | (2,002,353) | |||
Net income | 1,160,817 | 1,160,817 | |||
Balance at Dec. 31, 2022 | $ 94 | $ 575 | (5,337,938) | (5,337,269) | |
Balance (in Shares) at Dec. 31, 2022 | 940,000 | 5,750,000 | |||
Remeasurement of redeemable shares under ASC 480-10-S99 | (7,056,638) | (7,056,638) | |||
Excise tax payable attributable to redemption of common stock | (1,455,846) | (1,455,846) | |||
Net income | 3,406,689 | 3,406,689 | |||
Balance at Dec. 31, 2023 | $ 94 | $ 575 | $ (10,443,733) | $ (10,443,064) | |
Balance (in Shares) at Dec. 31, 2023 | 940,000 | 5,750,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 3,406,689 | $ 1,160,817 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Unrealized loss (gain) on marketable securities held in Trust Account | 428,980 | (604,902) |
Interest earned on cash and marketable securities held in Trust Account | (6,573,440) | (2,141,392) |
Deferred taxes | (90,084) | 127,030 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 185,106 | (219,924) |
Accrued expenses and other current liabilities | (167,648) | 208,967 |
Taxes payable | (553,749) | 595,465 |
Due to related party | 70,000 | 37,427 |
Net cash used in operating activities | (3,294,146) | (836,512) |
Cash Flows from Investing Activities: | ||
Withdrawal from Trust Account | 2,079,820 | 9,660 |
Cash withdrawn from Trust Account in connection with redemptions | 145,584,637 | |
Investment of cash in Trust Account | (2,350,000) | (175,950,000) |
Net cash provided by (used in) investing activities | 145,314,457 | (175,940,340) |
Cash Flows from Financing Activities: | ||
Redemption of Common Stock | (145,584,637) | |
Proceeds from initial public offering, net of cost | 169,050,000 | |
Proceeds from private placement | 9,400,000 | |
Proceeds from sale of common stock to initial stockholders | 3,866 | |
Proceeds from promissory note – related party | 4,935,000 | |
Payment of promissory note to related party | (443,094) | |
Payment of offering costs | (298,490) | |
Net cash (used in) provided by financing activities | (140,649,637) | 177,712,282 |
Net Change in Cash | 1,370,674 | 935,430 |
Cash – Beginning of year | 936,061 | 631 |
Cash – End of year | 2,306,735 | 936,061 |
Non-Cash investing and financing activities: | ||
Deferred underwriting commission | 6,037,500 | |
Remeasurement of Class A common stock subject to redemption | 7,056,638 | 25,245,936 |
Other offering costs in temporary equity | 538,701 | |
Deferred offering costs charged to Additional paid-in capital | 744,139 | |
Deferred legal fee | 175,000 | |
Excess fair value of anchor investor | 6,317,382 | |
Payment of federal income taxes | 1,724,500 | |
Excise tax payable | $ 1,455,846 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS byNordic Acquisition Corporation (the “Company”) was incorporated in Delaware on December 27, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from December 27, 2019 (inception) through December 31, 2023, relates to the Company’s formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below). The registration statement for the Company’s IPO was declared effective on February 8, 2022 (the “Effective Date”). On February 11, 2022, the Company consummated its Initial Public Offering (“IPO”) of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (a “Warrant”), with each whole 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 $150,000,000. Simultaneously with the closing of the IPO, the Company completed the sale of 850,000 shares of the Company’s Class A Common Stock (the “Private Shares”) at a price of $10.00 per Private Share in a private placement to the Company’s sponsor, Water by Nordic AB (the “Sponsor”), byNordic Holdings LLC (“byNordic Holdings”) and byNordic Holdings II LLC (“byNordic Holdings II”). Both byNordic Holdings and byNordic Holdings II are affiliates of the Sponsor. The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On February 18, 2022, the underwriters fully exercised their over-allotment option by purchasing an additional 2,250,000 Units, consisting of 2,250,000 shares of Class A Common Stock and 1,125,000 redeemable warrants generating additional gross proceeds of $22,500,000 to the Company and bringing the total gross proceeds of the IPO to $172,500,000. In connection with the exercise by the underwriters of the over-allotment option in full, the Company completed the sale of an additional 90,000 Private Shares to the Sponsor, byNordic Holdings and byNordic Holdings II at a price of $10.00 per Private Share in a private placement. Following the closing of the IPO on February 11, 2022 and the exercise of the over-allotment option, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Shares was placed in a trust account (“Trust Account”). The proceeds in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, through an open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. With the full exercise of the over-allotment option, transaction costs amounted to $16,724,021 consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions, $6,317,382 in excess fair value of anchor investor shares, and $919,139 of other offering costs. Of the $16,724,021 total transaction costs, $16,343,583 was charged to temporary equity and $380,438 was charged to equity. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete its Business Combination with one or more target companies having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company anticipates structuring its Business Combination either (i) in such a way so that the post-transaction company in which the holders of Public Shares will own or acquire 100% of the equity interests or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders, or for other reasons. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and 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. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, the Company’s stockholders prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and the Company in the Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.30 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company seeks stockholder approval and a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal 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 Company’s Sponsor, byNordic Holdings, byNordic Holdings II, officers and directors and certain Anchor Investors (as defined herein) that purchased Founder Shares in connection with the IPO (see Note 6) have agreed to vote their Founder Shares (as defined in Note 5) in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Each of the Sponsor, byNordic Holdings, byNordic Holdings II, and officers and directors of the Company that hold Founder Shares have agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the 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 Company’s Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Anchor Investors in the Company’s IPO have agreed that they have no claims to any funds in the Trust Account or other assets of the Company with respect to the Founder Shares they purchased. The Company had 15 months from the closing of the IPO to complete a Business Combination as such deadline may be extended for an additional three month period for a total of up to 18 months to complete a Business Combination if the Company’s Sponsor or any of its affiliates or designees, upon five business days’ advance notice prior to the date of the deadline for completing the Company’s business combination, paid an additional $0.10 per public share into the Trust Account in respect of such extension period on or prior to the date of the deadline (in connection with which the Company’s stockholders had no right to redeem their public shares), or by such other further extended deadline that the Company may have to consummate a Business Combination beyond 18 months as a result of a stockholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (in connection with which the Company’s stockholders will have a right to redeem their public shares) (the “Combination Period”). On May 8, 2023, the Company announced that its Board of Directors elected to extend the date by which the Company has to consummate a business combination from May 11, 2023 to August 11, 2023 (the “Initial Extension”) and the Company’s Sponsor subsequently deposited $1,725,000 to the Trust Account with respect to the Initial Extension. On May 9, 2023, the Company issued a convertible promissory note to the Sponsor for $1,725,000 in connection with the Sponsor’s funding of the Initial Extension (the “Initial Extension Loan”), and on May 12, 2023, the Company issued a convertible promissory note to the Sponsor for $775,000 in connection with the Sponsor’s funding of the Company’s working capital needs (the “Initial Working Capital Loan”). If the Company completes a Business Combination, the Company would expect to repay the Initial Extension Loan and the Initial Working Capital Loan from funds that are released to the Company from the Trust Account or, at the option of the Sponsor, convert all or a portion of the Initial Extension Loan and the Initial Working Capital Loan into Private Shares at a price of $10.00 per Private Share, which Private Shares will be identical to the Private Shares described herein. If the Company does not complete a Business Combination, the Company will repay the Initial Extension Loan and the Initial Working Capital Loan only from funds held outside of the Trust Account. At a special meeting of the Company on August 10, 2023, the stockholders of the Company approved amendments to the Company’s Amended and Restated Certificate of Incorporation (i) to eliminate the requirement that the Company retain at least $5,000,001 of net tangible assets following the redemption of Public Shares in connection with a business combination, and (ii) to extend the Combination Period from August 11, 2023 to February 12, 2024, or such earlier date as determined by the Company’s board of directors, in its sole discretion, and to allow the Company by resolution of the board without another stockholder vote, to elect to extend the Combination Period by one additional month, for a total of six additional months, until August 12, 2024, unless the closing of a business combination shall have occurred prior thereto. In connection with the amendments to the Amended and Restated Certificate of Incorporation, the Company notified stockholders that the Company’s sponsor funded a deposit of $625,000 into the Trust Account and that the Company will only exercise any monthly extension after February 12, 2024 if the Sponsor or one of its affiliates or designees deposits into the Trust Account the lesser of $105,000 or $0.04 per outstanding Public Share with respect to each such extension. The Company issued to the sponsor a convertible promissory note in the amount of $625,000 in connection with the Sponsor’s funding of the $625,000 extension deposit (the “Additional Extension Loan”). On August 10, 2023 the Company issued a convertible promissory note in the principal amount of $710,000 to the Sponsor to provide the Company with additional working capital, of which $110,000 was funded on August 10, 2023 and $600,000 is available for future borrowings (the “Additional Working Capital Loan”). Additionally, on December 15, 2023, the Company issued a promissory note in the principal amount of $1,700,000 (the “December Note”) to DDM Debt AB (the “Lender”), an affiliate of the sponsor. The proceeds of the Note will be used to provide the Company with general working capital. In February 2024 and in March 2024, the Company’s board of directors elected to exercise a one-month extension of the Combination Period to March 12, 2024 and April 12, 2024, respectively. For each of February and March 2024, $105,000 was deposited in the Trust Account in connection with such extensions. If the Company completes a Business Combination, the Company would expect to repay the Additional Extension Loan, the Additional Working Capital Loan and the December Note from funds that are released to the Company from the Trust Account, or at the option of the Sponsor, convert all or a portion of the Additional Extension Loan and the Additional Working Capital Loan and up to $1,500,000 of the Initial Working Capital Loan into Private Shares at a price of $10.00 per Private Share, which Private Shares will be identical to the Private Shares described above. If the Company does not complete a Business Combination, the Company will repay these Sponsor loans only from funds held outside of the Trust Account. In connection with the amendments to the Company’s Amended and Restated Certificate of Incorporation, 13,663,728 of the Public Shares were redeemed at a redemption price of approximately $10.655 per share, or $145,585,000 in the aggregate, and approximately $38,211,000 remained in the Trust Account following such redemptions. Along with the redemptions of the Company’s Public Shares, the Company recorded a 1% excise tax liability of $1,455,846 on the balance sheet as of the redemption date. The liability will not impact the statements of operations and will offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (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 Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the redemption price per Unit ($10.30) (after giving effect to the exercise of the Company’s right to make an additional deposit to the Trust Account in order to extend the initial deadline for the consummation of the Company’s Business Combination by an additional three months from May 11, 2023 to August 11, 2023). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.30 per Public Share following the exercise of the Company’s Initial Extension) 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 $10.30 per share, due to reductions in the value of the Trust Account 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 of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties Recent geopolitical events, including the Russian invasion of Ukraine and the Israel-Hamas war, have had a material adverse effect on financial and business conditions in Europe in a manner that could materially and adversely affect the business and prospects of potential targets for our initial business combination. These circumstances could reduce the number of attractive targets for our initial business combination, increase the cost of our initial business combination and delay or prevent us from completing our initial business combination. On February 24, 2022, the Russian Federation launched an invasion of Ukraine, and on October 7, 2023, Israel declared war against Hamas. These conflicts have continued to escalate without any resolution foreseeable in the near future with the short and long-term impact on financial and business conditions in Europe remaining highly uncertain. As a result of the invasion of Ukraine, the United States, the European Union, Canada and other countries have imposed sanctions against the Russian Federation contributing to higher inflation and disruptions to supply and distribution chains. The impact of the sanctions also includes disruptions to financial markets, an inability to complete financial or banking transactions, restrictions on travel and an inability to service existing or new customers in a timely manner in the affected areas of Europe. Many multinational corporations have exceeded what is required by the newer and stricter sanctions in reducing or terminating their business ties to the Russian Federation. The Russian Federation could resort to cyberattacks and other action that impact businesses across Europe including those without any direct business ties to the Russian Federation. The continuing geopolitical uncertainty relating to the Israel-Hamas war, terrorist attacks or other hostile acts, civil unrest, including demonstrations and protests, regionally, in Europe or the United States, could cause further damage or disruption to international commerce and the global economy, and thus have a material adverse effect on the business, the cost and availability of capital and prospects of technology companies in northern Europe which are the focus of the Company’s search for a Business Combination. The number of attractive targets for the Company’s Business Combination could be reduced, the cost of a Business Combination may be increased, and the Company could experience a delay of, or inability to complete a Business Combination. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases 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”). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders 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 authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax; however, only limited guidance has been issued to date. On December 27, 2022, the Treasury published Notice 2023-2 as interim guidance until the publication of forthcoming proposed regulations on the excise tax. Nevertheless, it remains uncertain whether, and/or to what extent, the excise tax could apply to redemptions of the Company’s Class A Common Stock, including any redemptions in connection with a Business Combination, or in the event the Company does not consummate a Business Combination. Whether and to what extent the Company would be subject to the Excise Tax will depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemptions treated as repurchases in connection with a Business Combination, (iii) the structure of a Business Combination and whether any such transaction closes, (iv) the nature and amount of any private investment in public equity (“PIPE”) or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination), (v) whether we consummate a Business Combination, and (vi) the content of regulations and other guidance issued by the Treasury. It is possible that the Company will be subject to the Excise Tax with respect to any subsequent redemptions, including redemptions in connection with the Business Combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from the Treasury, redemptions in complete liquidation of the Company). As mentioned, the Excise Tax is imposed on the repurchasing corporation itself, not the stockholders from which stock is repurchased. The imposition of the Excise Tax (including as a result of public stockholders electing to exercise their redemption rights in connection with an Business Combination) could, however, reduce the amount of cash available to the Company to pay redemptions (or the cash contribution to the target business in connection with our Business Combination, which could hinder the Company’s ability to complete a Business Combination or cause the other stockholders of the combined company to economically bear the impact of such Excise Tax). Liquidity, Capital Resources and Going Concern As of December 31, 2023, the Company had cash of $2,306,735 not held in the Trust Account and a working capital deficit of $4,322,847. On May 8, 2023, the Company announced that its Board of Directors elected to extend the date by which the Company has to consummate a Business Combination from May 11, 2023, to August 11, 2023 and the Company’s Sponsor subsequently deposited $1,725,000 to the Trust Account with respect to the extension. On May 9, 2023, the Company received the Initial Extension Loan from the Sponsor and on May 12, 2023, the Company received the Initial Working Capital Loan from the Sponsor. In connection with certain amendments to the Certificate of Incorporation approved by stockholders on August 10, 2023, (i) the deadline for the Company to complete a Business Combination was extended, (ii) the Sponsor deposited an aggregate of $625,000 into the Trust Account, and (iii) the Company issued to the Sponsor a convertible promissory note in the amount of $625,000 in connection with the Sponsor’s funding of the extension (the “Additional Extension Loan” and collectively with the Initial Extension Loan, the “Extension Loans”) and a convertible promissory note to the Sponsor in the amount of $710,000 in connection with the Sponsor’s funding of the Company’s working capital needs (the “Additional Working Capital Loan”), of which $110,000 was funded on August 10, 2023 and $600,000 is available for future borrowings. Additionally, on December 15, 2023, the Company issued a promissory note (the “December Note”) in the principal amount of $1,700,000 to DDM Debt AB (the “Lender”), an affiliate of the Sponsor. The proceeds of the Note will be used to provide the Company with general working capital. The amendments to the Amended and Restated Certificate of Incorporation extend the Combination Period to February 12, 2024, or such earlier date as determined by the Company’s Board of Directors, and allow the Company to further extend the Combination Period by one month up to a total of six months, until August 12, 2024, unless the closing of a Business Combination shall have occurred prior thereto, provided that the Company’s Sponsor deposits the lesser of $105,000 or $0.04 per outstanding Public Share into the Trust Account with respect to each such one-month extension. If the Company completes a Business Combination, the Company would expect to repay the Extension Loans, the Initial Working Capital Loan, the Additional Working Capital Loan and the December Note from funds that are released to the Company from the Trust Account or, at the option of the Sponsor, convert all or a portion of the Extension Loans and the Additional Working Capital Loan and up to $1,500,000 of the Initial Working Capital Loan into Private Shares at a price of $10.00 per private share, which Private Shares will be identical to the Private Shares described herein. If the Company does not complete a Business Combination, the Company will repay the Extension Loans, the Initial Working Capital Loan, the Additional Working Capital Loan and the December Note only from funds held outside of the Trust Account (see Note 8). Following receipt of the (i) Initial Working Capital Loan from the Sponsor in the amount of $775,000 on May 12, 2023, (ii) the Additional Working Capital Loan from the Sponsor in the amount of $710,000 on August 10, 2023, of which of which $110,000 was funded on August 10, 2023 and $600,000 is available for future borrowings, and (iii) the December Note in the amount of $1,700,000, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business through the extension period ending on April 12, 2024 (the current expiration date of the Combination Period), and that it will be able to borrow sufficient funds from the Sponsor or Sponsor’s affiliates to meet its needs for cash through August 12, 2024 in the event the Company elects to extend the Combination Period to that date. However, if the estimate of the costs of (i) legal, accounting, due diligence, travel and other expenses related to identifying, negotiating and closing a Business Combination, (ii) legal and accounting fees related to regulatory reporting requirements, (iii) administrative expenses, and (iv) working capital used for miscellaneous expenses and reserves, are less than the actual amount of such costs, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, if the Combination Period is extended beyond August 12, 2024, the Company may need to obtain additional financing to fund its cash needs during any such further extension period, including the amount required to be deposited in the Trust Account |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Marketable Securities Held in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. 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 did not have any cash equivalents as of December 31, 2023 and 2022. The Company held $2,306,735 and $936,061 in cash as December 31, 2023 and 2022, respectively. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $16,724,021 as a result of the IPO (consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions, $6,317,382 in excess fair value of anchor investor shares, and $919,139 of other offering costs). The Company recorded $16,343,583 of offering costs as a reduction of temporary equity in connection with the Public Shares included in the Units. The Company recorded $380,438 as a reduction of permanent equity in connection with the Public Warrants and Private Shares included in the Units that was classified as equity. Anchor Investors The Company complies with SAB Topic 5.A to account for the valuation of the Founder Shares acquired by the Anchor Investors. The Founder Shares purchased by the Anchor Investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As such, upon sale of the Founder Shares to the Anchor Investors the valuation of these shares were recognized as a deferred offering cost and charged to temporary equity and stockholders’ equity. At February 11, 2022, the fair value of the Founder Shares to the Anchor Investors in excess of the amount paid was $6,317,382. Stock Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding Founder Shares acquired by a director and officer of the Company at the same price acquired by the Sponsor. The acquired shares shall vest upon the Company consummating a Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director of officer is removed from office or ceases to be a director or officer, the Company will have the right to repurchase the individual’s Founder Shares at the price paid by the individual. The Founder Shares owned by the director or officer (1) may not be sold or transferred, until six months after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The shares were issued on March 31, 2021, and the shares vest, not upon a fixed date, but upon consummation of a Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of March 31, 2021. The valuation resulted in a fair value of $4.21 per share as of March 31, 2021, or an aggregate of $842,295 for the 200,189 shares. The aggregate amount paid for the transferred shares was approximately $900. The excess fair value over the amount paid is $841,395, which is the amount of share-based compensation expense which the Company will recognize upon consummation of a Business Combination. 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 sheets, primarily due to its short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the 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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants to be issued in the IPO meet the requirements for equity classification. The Company granted the underwriters a 45-day option from February 8, 2022 to purchase up to 2,250,000 additional Units to cover any over-allotments, if any, at the IPO price less the underwriting discounts and commissions. This over-allotment option meets the requirements as a derivative instrument. On February 18, 2022, the underwriters fully exercised their over-allotment option resulting in the de-recognition of the over-allotment option on the balance sheets. 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 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 December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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 December 31, 2023 and 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. Net Income per Common Share 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 stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the IPO or exercise of over-allotment since the exercise of the warrants would be anti-dilutive. The warrants are exercisable to purchase 8,625,000 shares of Class A common stock in the aggregate. At December 31, 2023 and 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 2,363,306 $ 1,043,383 $ 859,243 $ 301,574 Denominator: Basic and diluted weighted average shares outstanding 13,023,988 5,750,000 16,101,863 5,651,370 Basic and diluted net income per common share $ 0.18 $ 0.18 $ 0.05 $ 0.05 Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A Common Stock (including shares of Class A 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, shares of Class A Common Stock are classified as stockholders’ equity. The Company’s shares of Class A Common Stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes 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 (to the extent available) and accumulated deficit. During the year ended December 31, 2023, the Company recorded an increase in the redemption value of $7,056,638 as a result of earnings on the Trust Account that exceed amounts payable for taxes and additional funding. During the year ended December 31, 2023, $2,079,820 was withdrawn by the Company from the Trust Account to pay its tax obligations. As of December 31, 2023 and 2022, the amount of public common stock reflected on the balance sheet are reconciled in the following table: Class A common stock subject to possible redemption Shares Amount Allocated proceeds upon IPO 17,250,000 $ 172,500,000 Proceeds allocated to Public Warrants — (3,450,000 ) Less: Common stock issuance costs — (16,343,583 ) Add: Remeasurement adjustment on redeemable common stock — 25,245,936 December 31, 2022 17,250,000 177,952,353 Less: Redemptions (13,663,728 ) (145,584,637 ) Add: Remeasurement adjustment on redeemable common stock — 7,056,638 December 31, 2023 3,586,272 $ 39,424,354 Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. The Company’s 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 accompanying financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 3. PUBLIC OFFERING Units On February 11, 2022, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, and one-half of one redeemable warrant (“Warrant”). Each whole warrant will entitle the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7). The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover any over-allotments at the IPO price less the underwriting discounts and commissions. On February 18, 2022, the underwriters fully exercised their over-allotment option by purchasing an additional 2,250,000 Units, consisting of 2,250,000 shares of Class A Common Stock and 1,125,000 redeemable warrants generating additional gross proceeds of $22,500,000 to the Company and bringing the total gross proceeds of the IPO to $172,500,000. Following the completion of the IPO and the simultaneous private placement of the Private Shares on the initial closing date that occurred on February 11, 2022 and the underwriters full exercise of the over-allotment option and the simultaneous private placement of additional Private Shares on February 18, 2022, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Shares was placed in a Trust Account. Warrants As of December 31, 2023, there were 8,625,000 Public Warrants outstanding. Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 issue any shares of Class A Common Stock pursuant to 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 satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue any 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. The Company has agreed that as soon as practicable, but in no event later than 15 days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants and thereafter will use its reasonable best efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain a current prospectus relating to the Class A Common Stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the 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 to each warrant holder; and ● if, and only if, the last reported sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to each warrant holder. If the Company calls the warrants for redemption for cash, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Common Stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT As of December 31, 2023 the Sponsor, byNordic Holdings and byNordic Holdings II have purchased 940,000 Private Shares in the aggregate at $10.00 per share for gross proceeds of $9,400,000 in the aggregate in a private placement that occurred concurrently with the consummation of the Company’s IPO and the underwriters’ exercise of the over-allotment option. The proceeds from the sale of the Private Shares were added to the net proceeds from the IPO held in the Trust Account to the extent necessary to maintain an amount on deposit in the Trust Account equal to $175,950,000 ($10.20 per Unit). The holders of the Private Shares will not have any right to amounts held in the Trust Account as holders of the Private Shares. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). The Private Shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s Business Combination. If the Company does not complete the Business Combination within the Combination Period as such deadline may be extended, the proceeds from the sale of the Private Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 4, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 2,875,000 Founder Shares. During February 2021, the Company effected a stock dividend of 0.5 shares for each Founder Share outstanding, resulting in the Sponsor holding an aggregate of 4,312,500 Founder Shares. On November 17, 2021, the Company effected a stock dividend of 1/3 of a share for each Founder Share outstanding, resulting in the Sponsor, byNordic Holdings and certain of the Company’s executive officers and directors holding an aggregate of 5,750,000 Founder Shares. All shares and associated amounts have been retroactively restated to reflect the stock dividends (see Note 7). The Founder Shares included an aggregate of up 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders will own, on an as-converted basis, 25% of the Company’s issued and outstanding shares after the IPO (assuming the Sponsor does not purchase any Public Shares in the IPO and including in such calculation any forward purchase shares issued pursuant to the forward purchase agreement but excluding from such calculation the Private Shares, any shares of Class A Common Stock issued to the Sponsor or its affiliates upon the conversion of Working Capital Loans (as defined below), any securities issued or issuable to any seller in a Business Combination and any shares issuable upon exercise of the warrants). As of February 18, 2022, the over-allotment option was exercised and such shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to our Business Combination, (x) the date on which the last sale price of our 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 our 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. Advances from Related Party As of December 31, 2019, the Sponsor advanced the Company an aggregate of $105,000 to fund expenses in connection with the IPO. The advances were non-interest bearing and payable upon demand. On February 26, 2020, the advances were converted into loans under the Promissory Note (see below). Promissory Note — Related Party On February 26, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $300,000 to cover expenses related to the IPO. The Promissory Note was non-interest bearing and payable on the earlier of June 30, 2022 or the completion of the IPO. On February 26, 2020, the Company borrowed $13,750 under the Promissory Note and advances of $105,000 were converted into loans under the Promissory Note. On May 24, 2021, the Sponsor amended and restated the Promissory Note to increase the principal amount that may be loaned under the promissory note from $300,000 to $400,000. On November 15, 2021, the Sponsor amended and restated the Promissory Note to increase the principal amount that may be loaned under the promissory note from $400,000 to $500,000. The principal balance of the Promissory Note was due on the earlier to occur of (i) March 31, 2022 and (ii) the date on which the Company consummated the IPO and was repaid in full in connection with the closing of the IPO. In order to facilitate payments for the Company, the Sponsor could elect to make payments on behalf of the Company that will be loaned under the Promissory Note. The Promissory Note was repaid in full at the closing of the IPO. On May 9, 2023, the Company received the Initial Extension Loan from the Sponsor and on May 12, 2023, the Company received the Initial Working Capital Loan from the Sponsor. Additionally, on August 10, 2023, the Company issued two promissory notes to the Sponsor in the aggregate amount of $1,335,000 in consideration of the Additional Extension Loan and the Additional Working Capital Loan (the “August 2023 Notes”). The Company borrowed $110,000 of the Additional Working Capital Loan on August 10, 2023 and $600,000 is available for future borrowings. The Initial Extension Loan, the Initial Working Capital Loan, the Additional Extension Loan and the Additional Working Capital Loan are non-interest-bearing and mature upon the earlier of the closing of a Business Combination or certain enumerated events of default. If the Company completes the Business Combination, the Company would expect to repay the Initial Extension Loan, the Initial Working Capital Loan and August Notes from funds that are released to the Company from the Trust Account or, at the option of the Sponsor, convert all or a portion of the Initial Extension Loan, the Initial Working Capital Loan and the August Notes into Private Shares at a price of $10.00 per Private Share, which Private Shares will be identical to the Private Shares described herein. If the Company does not complete a Business Combination, the Company will repay the Initial Extension Loan, the Initial Working Capital Loan and August Notes only from funds held outside of the Trust Account. Additionally, on December 15, 2023, the Company issued the December Note in the principal amount of $1,700,000 to DDM Debt AB (the “Lender”), an affiliate of the Company’s sponsor. The proceeds of the December Note The December Note bears no interest and is payable in full upon the consummation of the Company’s initial Business Combination (the “Maturity Date”). A failure to pay the principal on the Maturity Date shall be deemed an event of default, in which case the December Note may be accelerated. If the Company does not consummate an initial Business Combination, the December Note will be repaid solely to the extent the Company has funds available outside its Trust Account. As of December 31, 2023, the Company had a $4,935,000 aggregate outstanding balance under Initial Extension Loan, the Initial Working Capital Loan, August Notes and December Note. Administrative Services Agreement Commencing on the effective date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2023 and 2022, the Company incurred $120,000 and $107,500, respectively, of which $117,500 and $47,500, respectively, is recorded as due to the Sponsor in the balance sheets. Due to related party In order to facilitate payments for the Company, parties related to the Company may make payments on behalf of the Company. These amounts due to the related party are non-interest bearing and are due on demand. At December 31, 2023 and 2022, excluding the promissory notes to the Sponsor or its affiliates that were outstanding at December 31, 2023 and 2022, the Company owed related parties $117,500 and $47,500, respectively, including administrative support fees owed to the Sponsor. Related party loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The Working Capital Loans may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, the Working Capital Loans may be converted upon completion of a Business Combination into shares of the Class A Common Stock at a price of $10.00 per share. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. In 2023, the Company entered into multiple loans with the Sponsor or its affiliates. At December 31, 2023, there was $3,235,000 related to these loans outstanding, all of which may be convertible into Private Shares at a price of $10.00 per Private Share. The Private Shares will be identical to the Private Shares described herein. Additionally, the Company had $1,700,000 outstanding to an affiliate of the Sponsor that may not be converted into Private Shares. At December 31, 2022, no such loans to the Sponsor or other affiliates were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Shares and shares of the Class A Common Stock that may be issued upon conversion of the Working Capital Loans (and any shares of Class A Common Stock issuable upon the 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 IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A Common Stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities pursuant to a registration rights agreement entered into with the Company. The holders of the majority of the forward purchase shares (as defined below) will be entitled to make a single demand that the Company register such forward purchase shares pursuant to the Registration Rights Agreement, dated as of February 11, 2022, by and between the Company and Rothesay Investment SARL SPF (see below). Forward Purchase Agreement Rothesay Investment SARL SPF, a member of the Sponsor, has agreed, pursuant to a forward purchase agreement entered into with us, to purchase up to 1,000,000 shares of Class A Common Stock (referred to herein as the forward purchase shares) at $10.00 per share for gross proceeds up to $10,000,000 in a private placement that will occur concurrently with the consummation of the Business Combination. Rothesay’s purchase of forward purchase shares pursuant to the forward purchase agreement will be subject to the approval of Rothesay’s investment committee or other committee with decision-making authority to purchase the number of forward purchase shares approved by such committee and the other closing conditions set forth in the forward purchase agreement. If Rothesay Investment SARL SPF purchases forward purchase shares pursuant to the forward purchase agreement, the holders of a majority of these forward purchase shares will be entitled to make a single demand that the Company register such forward purchase shares pursuant to the Registration Rights Agreement, dated as of February 11, 2022, by and between the Company and Rothesay Investment SARL SPF. In addition, pursuant to the registration rights agreements, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter’s Agreement The Company granted the underwriters a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments. On February 18, 2022, the underwriters fully exercised their over-allotment option. The underwriters received a cash underwriting discount of approximately 2% of the gross proceeds of the IPO, or $3,450,000, upon completion of the IPO and exercise of the over-allotment option. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO and exercise of the over-allotment option, or $6,037,500, upon the completion of the Company’s Business Combination. Anchor Investors Certain qualified institutional buyers or institutional accredited investors (“Anchor Investors,” none of which are affiliated with any member of the Company’s management team, the Sponsor or any other anchor investor) purchased in the aggregate approximately $146.4 million of the units which is approximately 84.9% of the units in the IPO at the public offering price (after giving effect to the exercise in full of the underwriters’ over-allotment option); provided, that no more than $14.85 million of the units in the IPO were purchased by each Anchor Investor in such manner. Further, the Anchor Investors entered into separate letter agreements with the Company and the Sponsor and byNordic Holdings pursuant to which, subject to the conditions set forth therein, the Anchor Investors purchased, upon the closing of the IPO, for nominal consideration, an aggregate of 1,109,091 Founder Shares held by the Sponsor and byNordic Holdings on a pro rata basis according to the number of Founder Shares held by each of the Sponsor (after deducting certain shares held for the benefit of officers and directors) and byNordic Holdings (or, in the alternative, the Sponsor and byNordic Holdings forfeited the relevant number of Founder Shares to the Company in order for it to issue the same number of Founder Shares to the Anchor Investors). The negotiations between us, the Sponsor and byNordic Holdings and each Anchor Investor were separate and there are no arrangements or understandings among the Anchor Investors with regard to voting, including voting with respect to the Business Combination other than with respect to the voting of their Founder Shares as described below. The Anchor Investors have not been granted any stockholder or other rights that are in addition to those granted to the Company’s other public stockholders and purchased the Founder Shares for nominal consideration. Each Anchor Investor has agreed in its individually negotiated letter agreement entered into with the Company and the Sponsor and byNordic Holdings to vote its Founder Shares to approve the Company’s Business Combination except to the extent that such Anchor Investor has notified the Company that its internal compliance procedures prevents it from entering into an agreement controlling the manner in which it will vote its Founder Shares in any manner including, without limitation, voting to approve the Company’s Business Combination. Further, unlike some anchor investor arrangements of other blank check companies, the Anchor Investors are not required to (i) hold any units, Class A Common Stock or warrants that they purchased in the IPO or thereafter in the open market for any amount of time or (ii) refrain from exercising their right to redeem their public shares at the time of the Company’s Business Combination. The Anchor Investors will have no rights to the funds held in the Trust Account with respect to the Founder Shares held by them. The Anchor Investors will have the same rights to the funds held in the Trust Account with respect to the Class A Common Stock underlying the units they purchased in the IPO as the rights afforded to the Company’s other public stockholders. Deferred Legal Fees The Company’s legal counsel relating to the IPO has agreed to defer legal fees in the amount of $175,000, which amount will be paid from the funds held in the Trust Account upon and concurrently with the completion of a Business Combination. The Company’s IPO legal counsel will not be entitled to any interest accrued on the deferred legal fees. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock — Class A Common Stock — Class B Common Stock — Holders of Class A Common Stock and Class B common stock will be entitled to one vote for each share. Holders of Class A Common Stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A Common Stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (including in such calculation any forward purchase shares issued pursuant to the forward purchase agreement but excluding from such calculation the excluded shares). |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 8. INCOME TAX The Company’s net deferred tax assets (liability) at December 31, 2023 and 2022 are as follows: December 31, December 31, 2023 2022 Deferred tax assets (liability) Organizational costs/Startup expenses $ 455,524 $ 180,870 Unrealized gain – Trust Account (36,946 ) (127,030 ) Federal net operating loss — — Total deferred tax assets (liability) 418,578 53,840 Valuation Allowance (455,524 ) (180,870 ) Deferred tax assets (liability), net of allowance $ (36,946 ) $ (127,030 ) The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ 1,343,324 $ 406,315 Deferred (364,739 ) (50,540 ) State and Local Current — — Deferred — — Change in valuation allowance 274,655 177,570 Income tax provision $ 1,253,240 $ 533,345 As of December 31, 2023 and 2022, the Company had no U.S. federal or state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $274,655 and $177,570, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Permanent Book/Tax Differences 0.0 % 0.0 % Other 0.0 % 0.0 % Change in valuation allowance 5.9 % 10.5 % Income tax provision 26.9 % 31.5 % Our effective tax rates were 26.9% and 31.5% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2023 and 2022, due to the valuation allowance on the deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 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 that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than noted below, that would have required adjustment or disclosure in the financial statements. In February 2024 and in March 2024, the Company’s board of directors elected to exercise a one-month extension of the Combination Period to March 12, 2024 and April 12, 2024, respectively, and $105,000 was deposited in the Trust Account in connection with each such extension. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 3,406,689 | $ 1,160,817 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. |
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 did not have any cash equivalents as of December 31, 2023 and 2022. The Company held $2,306,735 and $936,061 in cash as December 31, 2023 and 2022, respectively. |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $16,724,021 as a result of the IPO (consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions, $6,317,382 in excess fair value of anchor investor shares, and $919,139 of other offering costs). The Company recorded $16,343,583 of offering costs as a reduction of temporary equity in connection with the Public Shares included in the Units. The Company recorded $380,438 as a reduction of permanent equity in connection with the Public Warrants and Private Shares included in the Units that was classified as equity. |
Anchor Investors | Anchor Investors The Company complies with SAB Topic 5.A to account for the valuation of the Founder Shares acquired by the Anchor Investors. The Founder Shares purchased by the Anchor Investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As such, upon sale of the Founder Shares to the Anchor Investors the valuation of these shares were recognized as a deferred offering cost and charged to temporary equity and stockholders’ equity. At February 11, 2022, the fair value of the Founder Shares to the Anchor Investors in excess of the amount paid was $6,317,382. |
Stock Based Compensation | Stock Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding Founder Shares acquired by a director and officer of the Company at the same price acquired by the Sponsor. The acquired shares shall vest upon the Company consummating a Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director of officer is removed from office or ceases to be a director or officer, the Company will have the right to repurchase the individual’s Founder Shares at the price paid by the individual. The Founder Shares owned by the director or officer (1) may not be sold or transferred, until six months after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The shares were issued on March 31, 2021, and the shares vest, not upon a fixed date, but upon consummation of a Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of March 31, 2021. The valuation resulted in a fair value of $4.21 per share as of March 31, 2021, or an aggregate of $842,295 for the 200,189 shares. The aggregate amount paid for the transferred shares was approximately $900. The excess fair value over the amount paid is $841,395, which is the amount of share-based compensation expense which the Company will recognize upon consummation of a Business Combination. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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. |
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 derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the 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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants to be issued in the IPO meet the requirements for equity classification. The Company granted the underwriters a 45-day option from February 8, 2022 to purchase up to 2,250,000 additional Units to cover any over-allotments, if any, at the IPO price less the underwriting discounts and commissions. This over-allotment option meets the requirements as a derivative instrument. On February 18, 2022, the underwriters fully exercised their over-allotment option resulting in the de-recognition of the over-allotment option on the balance sheets. |
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 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 December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. 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 December 31, 2023 and 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. |
Net Income per Common Share | Net Income per Common Share 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 stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the IPO or exercise of over-allotment since the exercise of the warrants would be anti-dilutive. The warrants are exercisable to purchase 8,625,000 shares of Class A common stock in the aggregate. At December 31, 2023 and 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 2,363,306 $ 1,043,383 $ 859,243 $ 301,574 Denominator: Basic and diluted weighted average shares outstanding 13,023,988 5,750,000 16,101,863 5,651,370 Basic and diluted net income per common share $ 0.18 $ 0.18 $ 0.05 $ 0.05 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A Common Stock (including shares of Class A 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, shares of Class A Common Stock are classified as stockholders’ equity. The Company’s shares of Class A Common Stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes 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 (to the extent available) and accumulated deficit. During the year ended December 31, 2023, the Company recorded an increase in the redemption value of $7,056,638 as a result of earnings on the Trust Account that exceed amounts payable for taxes and additional funding. During the year ended December 31, 2023, $2,079,820 was withdrawn by the Company from the Trust Account to pay its tax obligations. As of December 31, 2023 and 2022, the amount of public common stock reflected on the balance sheet are reconciled in the following table: Class A common stock subject to possible redemption Shares Amount Allocated proceeds upon IPO 17,250,000 $ 172,500,000 Proceeds allocated to Public Warrants — (3,450,000 ) Less: Common stock issuance costs — (16,343,583 ) Add: Remeasurement adjustment on redeemable common stock — 25,245,936 December 31, 2022 17,250,000 177,952,353 Less: Redemptions (13,663,728 ) (145,584,637 ) Add: Remeasurement adjustment on redeemable common stock — 7,056,638 December 31, 2023 3,586,272 $ 39,424,354 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. The Company’s 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 accompanying financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income Per Common Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per common share Numerator: Allocation of net income $ 2,363,306 $ 1,043,383 $ 859,243 $ 301,574 Denominator: Basic and diluted weighted average shares outstanding 13,023,988 5,750,000 16,101,863 5,651,370 Basic and diluted net income per common share $ 0.18 $ 0.18 $ 0.05 $ 0.05 |
Schedule of Amount of Public Common Stock Reflected on the Balance Sheet | As of December 31, 2023 and 2022, the amount of public common stock reflected on the balance sheet are reconciled in the following table: Shares Amount Allocated proceeds upon IPO 17,250,000 $ 172,500,000 Proceeds allocated to Public Warrants — (3,450,000 ) Less: Common stock issuance costs — (16,343,583 ) Add: Remeasurement adjustment on redeemable common stock — 25,245,936 December 31, 2022 17,250,000 177,952,353 Less: Redemptions (13,663,728 ) (145,584,637 ) Add: Remeasurement adjustment on redeemable common stock — 7,056,638 December 31, 2023 3,586,272 $ 39,424,354 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Net Deferred Tax Assets Liability | The Company’s net deferred tax assets (liability) at December 31, 2023 and 2022 are as follows: December 31, December 31, 2023 2022 Deferred tax assets (liability) Organizational costs/Startup expenses $ 455,524 $ 180,870 Unrealized gain – Trust Account (36,946 ) (127,030 ) Federal net operating loss — — Total deferred tax assets (liability) 418,578 53,840 Valuation Allowance (455,524 ) (180,870 ) Deferred tax assets (liability), net of allowance $ (36,946 ) $ (127,030 ) |
Schedule of Federal Income Tax Rate | The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ 1,343,324 $ 406,315 Deferred (364,739 ) (50,540 ) State and Local Current — — Deferred — — Change in valuation allowance 274,655 177,570 Income tax provision $ 1,253,240 $ 533,345 |
Schedule of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 0.0 % 0.0 % Permanent Book/Tax Differences 0.0 % 0.0 % Other 0.0 % 0.0 % Change in valuation allowance 5.9 % 10.5 % Income tax provision 26.9 % 31.5 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Aug. 10, 2023 | Feb. 18, 2022 | Feb. 11, 2022 | Aug. 16, 2022 | Feb. 26, 2020 | Dec. 31, 2023 | Apr. 12, 2024 | Mar. 31, 2024 | Mar. 12, 2024 | Feb. 29, 2024 | Jan. 31, 2024 | Dec. 15, 2023 | May 12, 2023 | May 09, 2023 | May 08, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Number of units issued (in Shares) | 15,000,000 | 2,250,000 | ||||||||||||||
Shares Issued price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||
Gross proceeds | $ 150,000,000 | |||||||||||||||
Price per share (in Dollars per share) | $ 10.655 | |||||||||||||||
Underwriters option period from the date of initial public offering | 45 days | |||||||||||||||
Trust account price per share (in Dollars per share) | $ 10.2 | |||||||||||||||
Deferred underwriting commissions | $ 6,037,500 | |||||||||||||||
Excess fair value | 6,317,382 | |||||||||||||||
Transaction costs | 16,724,021 | |||||||||||||||
Temporary equity | 16,343,583 | |||||||||||||||
Equity value | $ 380,438 | |||||||||||||||
Aggregate of fair market value percentage | 80% | |||||||||||||||
Business combination of redeem percentage | 100% | |||||||||||||||
Anticipated public share (in Dollars per share) | $ 10.3 | |||||||||||||||
Redeeming percentage | 15% | |||||||||||||||
Redeemable public share percentage | 100% | |||||||||||||||
Additional public price per share (in Dollars per share) | $ 0.1 | |||||||||||||||
Trust account | $ 1,725,000 | |||||||||||||||
Convertible promissory note | $ 625,000 | |||||||||||||||
Minimum net tangible assets | $ 5,000,001 | |||||||||||||||
Funded deposit | 625,000 | |||||||||||||||
Sponsor deposits into trust account | $ 105,000 | |||||||||||||||
Outstanding public per share (in Dollars per share) | $ 0.04 | |||||||||||||||
Extension deposit | $ 625,000 | |||||||||||||||
Principal amount | $ 1,700,000 | |||||||||||||||
Additional working capital loan | 110,000 | 1,500,000 | ||||||||||||||
Future borrowing | 600,000 | $ 1,700,000 | ||||||||||||||
Amount deposited in the trust account | $ 105,000 | |||||||||||||||
Public shares redeemed (in Shares) | 13,663,728 | |||||||||||||||
Aggregate amount | $ 145,585,000 | |||||||||||||||
Trust account redemptions | $ 38,211,000 | |||||||||||||||
Excise tax percentage | 1% | |||||||||||||||
Excise tax payable | $ 1,455,846 | |||||||||||||||
Dissolution expenses | $ 100,000 | |||||||||||||||
Remaining available price per share (in Dollars per share) | $ 10.3 | |||||||||||||||
Public share (in Dollars per share) | 10.3 | |||||||||||||||
Trust account per share (in Dollars per share) | $ 10.3 | |||||||||||||||
U.S. federal excise tax | 1% | |||||||||||||||
Excise tax fair market value, percentage | 1% | |||||||||||||||
Cash for working capital | $ 2,306,735 | |||||||||||||||
Working capital deficit | 4,322,847 | |||||||||||||||
Deposit to trust account | 1,725,000 | |||||||||||||||
Deposited in trust Account | 625,000 | |||||||||||||||
Extension loans | 1,500,000 | |||||||||||||||
Funded amount | 110,000 | |||||||||||||||
Borrowings [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Future borrowing | 600,000 | |||||||||||||||
Initial Public Offering [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Gross proceeds | $ 172,500,000 | |||||||||||||||
Transaction costs | 16,724,021 | |||||||||||||||
Deferred underwriting commissions | 3,450,000 | |||||||||||||||
Excess fair value | 6,317,382 | |||||||||||||||
Other offering costs | $ 919,139 | |||||||||||||||
Aggregate amount | $ 300,000 | |||||||||||||||
Sponsor [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||
Sponsor deposits into trust account | $ 105,000 | |||||||||||||||
Principal amount | 710,000 | 1,700,000 | ||||||||||||||
Additional working capital loan | 110,000 | |||||||||||||||
Future borrowing | 600,000 | |||||||||||||||
Deposited in trust Account | $ 625,000 | |||||||||||||||
Working capital loan | $ 775,000 | |||||||||||||||
Sponsor fees | 710,000 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Number of units issued (in Shares) | 2,250,000 | 2,250,000 | ||||||||||||||
Sale of shares (in Shares) | 90,000 | |||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||
Investment of cash in trust account | $ 175,950,000 | |||||||||||||||
Underwriting commissions | $ 3,450,000 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||||
Exercise price of warrant (in Dollars per share) | $ 11.5 | |||||||||||||||
Sale of shares (in Shares) | 850,000 | |||||||||||||||
Price per share (in Dollars per share) | $ 18 | |||||||||||||||
Warrants generating shares (in Shares) | 1,125,000 | |||||||||||||||
Class A Common Stock [Member] | Warrant [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Exercise price of warrant (in Dollars per share) | 11.5 | |||||||||||||||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Number of units issued (in Shares) | 15,000,000 | |||||||||||||||
Common shares, par value (in Dollars per share) | 0.0001 | |||||||||||||||
Shares Issued price per share (in Dollars per share) | 10 | |||||||||||||||
Additional gross proceeds | $ 22,500,000 | |||||||||||||||
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Number of units issued (in Shares) | 2,250,000 | |||||||||||||||
Common stock shares (in Shares) | 2,250,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Amount deposited in the trust account | $ 105,000 | |||||||||||||||
Forecast [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Amount deposited in the trust account | $ 105,000 | $ 105,000 | $ 105,000 | $ 105,000 | ||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Price per share (in Dollars per share) | 10 | |||||||||||||||
Convertible promissory note | $ 775,000 | $ 1,725,000 | ||||||||||||||
Outstanding public per share (in Dollars per share) | $ 0.04 | |||||||||||||||
Note payable to sponsor | $ 710,000 | |||||||||||||||
DDM [Member] | Sponsor [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Principal amount | $ 1,700,000 | |||||||||||||||
Business Acquisition [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Business combination of redeem percentage | 100% | |||||||||||||||
Outstanding voting securities | 50% | |||||||||||||||
Business Combination [Member] | ||||||||||||||||
Description of Organization and Business Operations [Line Items] | ||||||||||||||||
Outstanding voting securities | 50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 11, 2022 | Mar. 31, 2021 | Feb. 26, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 08, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||||||
Federal depository insurance coverage | $ 250,000 | |||||
Cash | 2,306,735 | $ 936,061 | ||||
Incurred offering costs | 16,724,021 | |||||
Deferred underwriting commissions | 6,037,500 | |||||
Excess fair value | $ 6,317,382 | |||||
Temporary equity | (2,002,353) | |||||
Permanent equity | $380,438 | |||||
Amount of founder shares value | $ 6,317,382 | 6,317,382 | ||||
Fair value per share (in Dollars per share) | $ 4.21 | |||||
Aggregate amount | $ 145,585,000 | |||||
Aggregate shares (in Shares) | 200,189 | |||||
Warrants exercisable | 8,625,000 | |||||
Increase redemption value | 7,056,638 | $ 25,245,936 | ||||
Trust account | 2,079,820 | |||||
Tax-exempt Money Market Funds [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Aggregate amount | 900 | |||||
Warrant [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Temporary equity | 16,343,583 | |||||
Initial Public Offering [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Deferred underwriting commissions | 3,450,000 | |||||
Excess fair value | 6,317,382 | |||||
Other offering costs | 919,139 | |||||
Aggregate amount | $ 300,000 | |||||
Sponsor [Member] | Fair Value Hedging [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Aggregate amount | $ 842,295 | |||||
Over-Allotment Option [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Additional units (in Shares) | 2,250,000 | |||||
Class A Common Stock Subject to Possible Redemption [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Increase redemption value | 7,056,638 | |||||
Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Warrants exercisable | 8,625,000 | |||||
Business Combination [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Excess fair value | $ 841,395 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 2,363,306 | $ 859,243 |
Basic and diluted weighted average shares outstanding | 13,023,988 | 16,101,863 |
Basic and diluted net income per common share | $ 0.18 | $ 0.05 |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net income (loss), as adjusted | $ 1,043,383 | $ 301,574 |
Basic and diluted weighted average shares outstanding | 5,750,000 | 5,651,370 |
Basic and diluted net income per common share | $ 0.18 | $ 0.05 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Common Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock [Member] | ||
Schedule of Basic and Diluted Net Income Per Common Share [Line Items] | ||
Diluted weighted average shares outstanding | 13,023,988 | 16,101,863 |
Diluted net income (loss) per common share | $ 0.18 | $ 0.05 |
Class B Common Stock [Member] | ||
Schedule of Basic and Diluted Net Income Per Common Share [Line Items] | ||
Diluted weighted average shares outstanding | 5,750,000 | 5,651,370 |
Diluted net income (loss) per common share | $ 0.18 | $ 0.05 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Amount of Public Common Stock Reflected on the Balance Sheet - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Amount of Public Common Stock Reflected on the Balance Sheet [Line Items] | ||
Allocated proceeds upon IPO (in Shares) | 17,250,000 | |
Allocated proceeds upon IPO | $ 172,500,000 | |
Proceeds allocated to Public Warrants | (3,450,000) | |
Common stock issuance costs | (16,343,583) | |
Remeasurement adjustment on redeemable common stock | $ 7,056,638 | $ 25,245,936 |
Class A Common Stock subject to possible redemption (in Shares) | 3,586,272 | 17,250,000 |
Class A Common Stock subject to possible redemption | $ 39,424,354 | $ 177,952,353 |
Redemptions (in Shares) | (13,663,728) | |
Redemptions | $ (145,584,637) |
Public Offering (Details)
Public Offering (Details) - USD ($) | 12 Months Ended | |||
Feb. 18, 2022 | Feb. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Public Offering [Line Items] | ||||
Number of units issued (in Shares) | 15,000,000 | 2,250,000 | ||
Purchase price, per unit | $ 10 | $ 10 | ||
Redeemable warrants (in Shares) | 1,125,000 | 1 | ||
Public warrants outstanding (in Dollars) | $ 8,625,000 | |||
Warrant expire term | 5 years | |||
Warrant price per share | $ 0.01 | |||
Sale price | 10.655 | |||
Common stock per share | $ 9.2 | |||
Warrants percentage | 115% | |||
Market value percentage | 180% | |||
Over-Allotment Option [Member] | ||||
Public Offering [Line Items] | ||||
Number of units issued (in Shares) | 2,250,000 | 2,250,000 | ||
Amount of net proceeds (in Dollars) | $ 175,950,000 | |||
Per unit | $ 10.2 | |||
Sale price | $ 10 | |||
IPO [Member] | ||||
Public Offering [Line Items] | ||||
Additional gross proceeds (in Dollars) | $ 22,500,000 | |||
Total gross proceeds (in Dollars) | $ 172,500,000 | |||
Class A Common Stock [Member] | ||||
Public Offering [Line Items] | ||||
Number of shares in a unit (in Shares) | 1 | |||
Exercise price of warrants | $ 11.5 | |||
Shares of common stock (in Shares) | 2,250,000 | |||
Public warrants outstanding (in Dollars) | $ 8,625,000 | |||
Sale price | $ 18 | |||
Common stock per share | 12 | |||
Redemption per share | 10.99 | $ 10.32 | ||
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||||
Public Offering [Line Items] | ||||
Number of units issued (in Shares) | 2,250,000 | |||
Class A Common Stock [Member] | IPO [Member] | ||||
Public Offering [Line Items] | ||||
Number of units issued (in Shares) | 15,000,000 | |||
Purchase price, per unit | $ 10 | |||
New Issued Price [Member] | ||||
Public Offering [Line Items] | ||||
Equity percentage | 60% | |||
Warrants [Member] | ||||
Public Offering [Line Items] | ||||
Exercise price of warrants | $ 9.2 | |||
Redemption per share | $ 18 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Private Placement [Line Items] | ||
Private placement gross proceeds | $ 9,400,000 | |
Private Placement [Member] | ||
Private Placement [Line Items] | ||
Private placement gross proceeds | $ 9,400,000 | |
IPO [Member] | ||
Private Placement [Line Items] | ||
Investment of cash in Trust Account | $ 175,950,000 | |
Price per unit | $ 10.2 | |
Sponsor [Member] | ||
Private Placement [Line Items] | ||
Sale of Private Placement Warrants | 940,000 | |
Sponsor [Member] | Private Placement [Member] | ||
Private Placement [Line Items] | ||
Exercise price of warrants | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Aug. 10, 2023 | Feb. 04, 2020 | Nov. 17, 2021 | Feb. 28, 2021 | Feb. 26, 2020 | Dec. 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 15, 2023 | Feb. 11, 2022 | Nov. 15, 2021 | May 24, 2021 | |
Related Party Transactions [Line Items] | ||||||||||||
Converted basis percentage | 25% | |||||||||||
Common stock equals or exceeds per share (in Dollars per share) | $ 9.2 | |||||||||||
Sponsor advance payment | $ 105,000 | |||||||||||
Aggregate amount | $ 145,585,000 | |||||||||||
Borrowed promissory note | $ 13,750 | |||||||||||
Advances converted loans | 105,000 | |||||||||||
Principal amount | $ 1,700,000 | |||||||||||
Borrowing amount | $ 110,000 | |||||||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | ||||||||||
Administrative support fees | $ 117,500 | $ 47,500 | ||||||||||
Working capital loan outstanding | 3,235,000 | |||||||||||
Outstanding affiliate amount | $ 1,700,000 | |||||||||||
Promissory Note [Member] | Minimum [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Principal amount | $ 400,000 | $ 300,000 | ||||||||||
Promissory Note [Member] | Maximum [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Principal amount | $ 500,000 | $ 400,000 | ||||||||||
Over-Allotment Option [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Aggregate founder shares (in Shares) | 750,000 | |||||||||||
IPO [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Aggregate amount | $ 300,000 | |||||||||||
Sponsor [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Principal amount | 710,000 | $ 1,700,000 | ||||||||||
Class A Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Common stock equals or exceeds per share (in Dollars per share) | $ 12 | |||||||||||
Per share (in Dollars per share) | 10.99 | $ 10.32 | ||||||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||
Working Capital Loan [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Consideration amount | 1,335,000 | |||||||||||
Borrowing amount | $ 600,000 | |||||||||||
Aggregate outstanding balance | $ 4,935,000 | |||||||||||
Price per private shares (in Dollars per share) | $ 10 | |||||||||||
Working Capital Loan [Member] | Sponsor [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Price per share (in Dollars per share) | $ 10 | |||||||||||
Working Capital Loan [Member] | Class A Common Stock [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Per share (in Dollars per share) | $ 10 | |||||||||||
Founder Shares [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Stock dividend (in Shares) | 0.5 | |||||||||||
Aggregate founder shares (in Shares) | 5,750,000 | 4,312,500 | ||||||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
(in Shares) | 25,000 | |||||||||||
Consideration amount | $ 2,875,000 | |||||||||||
Administrative Services Agreement [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Expenses per month | $ 10,000 | |||||||||||
Expenses incurred and paid | 120,000 | $ 107,500 | ||||||||||
Administrative Services Agreement [Member] | Sponsor [Member] | ||||||||||||
Related Party Transactions [Line Items] | ||||||||||||
Expenses incurred and paid | $ 117,500 | $ 47,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||
Feb. 18, 2022 | Feb. 11, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | ||||
Period After Closing Of Initial Business Combination To File Resale Shelf Registration Statement | 45 days | |||
Number of units sold (in Shares) | 15,000,000 | 2,250,000 | ||
Underwriting discount | 2% | |||
Deferred underwriting discount | 3.50% | |||
Aggregate purchasing | $ 146,400,000 | |||
Amount of defer legal fees | $ 175,000 | |||
Initial Public Offering [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Share Price (in Dollars per share) | $ 10.2 | |||
Public offering percentage | 84.90% | |||
Public offering price | $ 14,850,000 | |||
Aggregate of founder shares (in Shares) | 1,109,091 | |||
Over-Allotment Option [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Number of units sold (in Shares) | 2,250,000 | 2,250,000 | ||
Gross proceeds | $ 6,037,500 | |||
Class A Common Stock [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Share Price (in Dollars per share) | $ 10 | |||
Private placement | $ 10,000,000 | |||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Number of units sold (in Shares) | 15,000,000 | |||
Class A Common Stock [Member] | Over-Allotment Option [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Number of units sold (in Shares) | 2,250,000 | |||
Forward Purchase Agreement [Member] | Class A Common Stock [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Proceeds from issuance of units | 1,000,000 | |||
Underwriting Agreement [Member] | Initial Public Offering [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Gross proceeds | $ 3,450,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 12 Months Ended | ||||
Feb. 18, 2022 | Nov. 17, 2021 | Feb. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit [Line Items] | |||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||
Preferred stock with a par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Convertible basis percentage | 25% | ||||
Class A Common Stock [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock with a par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, share issued | 940,000 | 940,000 | |||
Common stock, shares outstanding | 940,000 | 940,000 | |||
Shares subject to possible redemption | 3,586,272 | 17,250,000 | |||
Dividend shares | 2,250,000 | ||||
Class B Common Stock [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common stock with a par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, share issued | 5,750,000 | 5,750,000 | |||
Common stock, shares outstanding | 5,750,000 | 5,750,000 | |||
Chief Executive Officer [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Dividend shares | 5,750,000 | ||||
Founder Shares [Member] | Class B Common Stock [Member] | |||||
Stockholders’ Deficit [Line Items] | |||||
Dividend shares | 0.5 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Line Items] | ||
Change in valuation allowance (in Dollars) | $ 274,655 | $ 177,570 |
Effective tax rates | 26.90% | 31.50% |
Statutory tax rate | 21% | 21% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Net Deferred Tax Assets Liability - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (liability) | ||
Organizational costs/Startup expenses | $ 455,524 | $ 180,870 |
Unrealized gain – Trust Account | (36,946) | (127,030) |
Federal net operating loss | ||
Total deferred tax assets (liability) | 418,578 | 53,840 |
Valuation Allowance | (455,524) | (180,870) |
Deferred tax assets (liability), net of allowance | $ (36,946) | $ (127,030) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Income Tax Provision [Line Items] | ||
Current | $ 1,343,324 | $ 406,315 |
Deferred | (364,739) | (50,540) |
Current | ||
Deferred | ||
Change in valuation allowance | 274,655 | 177,570 |
Income tax provision | $ 1,253,240 | $ 533,345 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Federal Income Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Federal Income Tax Rate [Line Items] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% |
Permanent Book/Tax Differences | 0% | 0% |
Other | 0% | 0% |
Change in valuation allowance | 5.90% | 10.50% |
Income tax provision | 26.90% | 31.50% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 12, 2024 | Mar. 31, 2024 | Mar. 12, 2024 | Feb. 29, 2024 |
Forecast [Member] | ||||
Subsequent Events [Line Items] | ||||
Amount deposited in Trust Account | $ 105,000 | $ 105,000 | $ 105,000 | $ 105,000 |