Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 19, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | BREEZE HOLDINGS ACQUISITION CORP. | |
Entity Central Index Key | 0001817640 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity File Number | 001-39718 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1849315 | |
Entity Address, Address Line One | 955 W. John Carpenter Freeway | |
Entity Address, Address Line Two | Suite 100-929 | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75039 | |
City Area Code | (619) | |
Local Phone Number | 500-7747 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 4,033,712 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Rights exchangeable into one-twentieth of one share of common stock | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per whole share |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 39,970 | $ 4,228 |
Prepaid expenses | 189,084 | 148,953 |
Prepaid franchise taxes | 3,697 | 57,550 |
Prepaid income taxes | 24,647 | 36,742 |
Total Current Assets | 311,303 | 266,145 |
Cash held in Trust Account | 10,380,257 | 12,977,528 |
Total Assets | 10,691,560 | 13,243,673 |
Current liabilities | ||
Accounts payable and accrued expenses | 566,238 | 206,639 |
Excise tax payable | 87,087 | 56,270 |
Total Current Liabilities | 9,893,753 | 8,077,415 |
Warrant liabilities | 5,856,500 | 2,200,250 |
Total Liabilities | 15,750,253 | 10,277,665 |
Commitments | ||
Common stock subject to possible redemption, 893,712 and 1,159,276 shares at redemption value of $11.50 and $10.91 as of June 30, 2024 and December 31, 2023, respectively | 10,280,257 | 12,647,701 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,140,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023 (excluding common stock subject to possible redemption, 893,712 and 1,159,276 shares at redemption value as of June 30, 2024 and December 31, 2023, respectively) | 315 | 315 |
Additional paid-in capital | ||
Accumulated deficit | (15,339,265) | (9,682,008) |
Total Stockholders’ Deficit | (15,338,950) | (9,681,693) |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | 10,691,560 | 13,243,673 |
Sponsor [Member] | ||
Current assets | ||
Due from Sponsor | 53,905 | 18,672 |
Current liabilities | ||
Due to Sponsor | $ 9,240,428 | $ 7,814,506 |
CONDENSED CONSOLIDATED BALANCES
CONDENSED CONSOLIDATED BALANCESHEETS (UNAUDITED) (PARANTHETICAL) - $ / shares | Jun. 30, 2024 | Jun. 26, 2024 | Dec. 31, 2023 | Sep. 26, 2023 | Mar. 29, 2023 | Sep. 13, 2022 | Nov. 25, 2020 |
Statement Of Financial Position [Abstract] | |||||||
Common stock subject to possible redemption, shares at redemption value | 893,712 | 1,159,276 | 1,690,196 | ||||
Common stock subject to possible redemption, shares redemption price per share | $ 11.5 | $ 11.6 | $ 10.91 | $ 10.77 | $ 10.56 | $ 10.15 | |
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 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
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 | 3,140,000 | 3,140,000 | |||||
Common stock, shares outstanding | 3,140,000 | 3,140,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Operating costs | $ 537,407 | $ 303,335 | $ 1,584,448 | $ 1,193,464 |
Loss from operations | (537,407) | (303,335) | (1,584,448) | (1,193,464) |
Other income: | ||||
Interest income | 170,987 | 152,184 | 340,567 | 220,511 |
Change in fair value of warrant liabilities | 17,476,250 | (1,354,000) | (3,656,250) | (1,184,750) |
Total other (expenses) income, net | 17,647,237 | (1,201,816) | (3,315,683) | (964,239) |
Income (loss) before income taxes | 17,109,830 | (1,505,151) | (4,900,131) | (2,157,703) |
Income tax expense | 6,264 | 5,149 | 12,042 | 6,858 |
Net income (loss) | $ 17,103,566 | $ (1,510,300) | $ (4,912,173) | $ (2,164,561) |
Basic weighted average shares outstanding | 4,220,988 | 4,320,484 | 4,260,132 | 4,548,587 |
Diluted weighted average shares outstanding | 4,220,988 | 4,320,484 | 4,260,132 | 4,548,587 |
Basic net income (loss) per share of Common Stock | $ 4.05 | $ (0.35) | $ (1.15) | $ (0.48) |
Diluted net income (loss) per share of Common Stock | $ 4.05 | $ (0.35) | $ (1.15) | $ (0.48) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2022 | $ (6,531,762) | $ 315 | $ (6,532,077) | |
Beginning Balance, Shares at Dec. 31, 2022 | 3,140,000 | |||
Re-measurement of Common Stock to redemption value | (173,001) | (173,001) | ||
Excise taxes payable | (53,959) | (53,959) | ||
Net income (loss) | (654,261) | (654,261) | ||
Ending Balance at Mar. 31, 2023 | (7,412,983) | $ 315 | (7,413,298) | |
Ending Balance, Shares at Mar. 31, 2023 | 3,140,000 | |||
Beginning Balance at Dec. 31, 2022 | (6,531,762) | $ 315 | (6,532,077) | |
Beginning Balance, Shares at Dec. 31, 2022 | 3,140,000 | |||
Net income (loss) | (2,164,561) | |||
Ending Balance at Jun. 30, 2023 | (9,047,234) | $ 315 | (9,047,549) | |
Ending Balance, Shares at Jun. 30, 2023 | 3,140,000 | |||
Beginning Balance at Mar. 31, 2023 | (7,412,983) | $ 315 | (7,413,298) | |
Beginning Balance, Shares at Mar. 31, 2023 | 3,140,000 | |||
Re-measurement of Common Stock to redemption value | (123,951) | (123,951) | ||
Net income (loss) | (1,510,300) | (1,510,300) | ||
Ending Balance at Jun. 30, 2023 | (9,047,234) | $ 315 | (9,047,549) | |
Ending Balance, Shares at Jun. 30, 2023 | 3,140,000 | |||
Beginning Balance at Dec. 31, 2023 | (9,681,693) | $ 315 | (9,682,008) | |
Beginning Balance, Shares at Dec. 31, 2023 | 3,140,000 | |||
Re-measurement of Common Stock to redemption value | (521,132) | (521,132) | ||
Net income (loss) | (22,015,739) | (22,015,739) | ||
Ending Balance at Mar. 31, 2024 | (32,218,564) | $ 315 | (32,218,879) | |
Ending Balance, Shares at Mar. 31, 2024 | 3,140,000 | |||
Beginning Balance at Dec. 31, 2023 | (9,681,693) | $ 315 | (9,682,008) | |
Beginning Balance, Shares at Dec. 31, 2023 | 3,140,000 | |||
Net income (loss) | (4,912,173) | |||
Ending Balance at Jun. 30, 2024 | (15,338,950) | $ 315 | (15,339,265) | |
Ending Balance, Shares at Jun. 30, 2024 | 3,140,000 | |||
Beginning Balance at Mar. 31, 2024 | (32,218,564) | $ 315 | (32,218,879) | |
Beginning Balance, Shares at Mar. 31, 2024 | 3,140,000 | |||
Re-measurement of Common Stock to redemption value | (193,135) | (193,135) | ||
Excise taxes payable | (30,817) | (30,817) | ||
Net income (loss) | 17,103,566 | 17,103,566 | ||
Ending Balance at Jun. 30, 2024 | $ (15,338,950) | $ 315 | $ (15,339,265) | |
Ending Balance, Shares at Jun. 30, 2024 | 3,140,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,912,173) | $ (2,164,561) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest on cash held in Trust Account | (340,567) | (220,511) |
Change in fair value of warrant liabilities | 3,656,250 | 1,184,750 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other liabilities | (9,415) | 20,910 |
Accounts payable and accrued expenses | 383,647 | 79,972 |
Income taxes payable | (2,089) | |
Franchise taxes payable | 48,400 | |
Net cash used in operating activities | (1,222,258) | (1,053,129) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (202,873) | (283,581) |
Cash withdrawn from Trust Account to redeeming shareholders | 3,081,712 | 5,395,929 |
Cash withdrawn from Trust Account to pay franchise and income taxes | 59,000 | |
Net cash provided by investing activities | 2,937,839 | 5,112,348 |
Cash Flows from Financing Activities: | ||
Proceeds from short-term working capital loan - related party | 1,199,000 | 1,083,500 |
Proceeds from promissory note - related party | 202,873 | 242,265 |
Redemptions of common stock | (3,081,712) | (5,395,929) |
Net cash used in financing activities | (1,679,839) | (4,070,164) |
Net Change in Cash | 35,742 | (10,945) |
Cash – Beginning of period | 4,228 | 14,129 |
Cash – End of period | 39,970 | 3,184 |
Supplemental disclosure of non-cash financing activities: | ||
Excise taxes payable | 30,817 | 53,959 |
Re-measurement of Common Stock to redemption value | $ 714,267 | $ 296,952 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended |
Jun. 30, 2024 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Breeze Holdings Acquisition Corp. (the “Company") is a blank check company incorporated in Delaware on June 11, 2020. 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 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 June 30, 2024 June 30, 2024 The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 25, 2020, the Company consummated the Initial Public Offering of 11,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $115,000,000, which is described in Note 3 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,425,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Breeze Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and I-Bankers Securities, Inc, generating gross proceeds of $5,425,000, which is described in Note 4 Following the closing of the Initial Public Offering on November 25, 2020, an amount of $115,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and $1,725,000 from the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2 16 185 2 7 1940 Transaction costs incurred in connection with the Initial Public Offering amounted to $4,099,907, consisting of $2,300,000 of underwriting fees, $1,322,350 of representative share offering costs, and $477,557 of other offering costs. As of June 30, 2024 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination 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) at the time of the agreement to enter into the initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. 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 stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $ per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6 The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor has agreed to vote its Founder Shares (as defined in Note 5 If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 1934 % or more of the Public Shares, without the Company’s prior written consent. The Sponsor has 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, (b) to waive its liquidation rights with respect to the Founder Shares and (c) 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 initial Business Combination or to redeem % 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-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the approved time period through December 26, 2024, (the "Combination Period"). The Company held a meeting of its stockholders on March 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of March 26, 2023, up to six 6 one 1 The Company held a meeting of its stockholders on September 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of September 26, 2023, up to nine 9 one 1 On September 27, 2023, October 25, 2023, November 27, 2023, December 27, 2023, January 26, 2024, February 27, 2024, March 26, 2024, May 7, 2024 and June 3, 2024 fifteenth, sixteenth, seventeenth, eighteenth, nineteenth, twentieth and twenty-first one -month extensions through June 26, 2024. The Company held a meeting of its stockholders on June 21, 2024 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of December 26, 2024, up to six (6) times for an additional one (1) month each time (ultimately until as late as December 26, 2024), and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. On June 26, 2024 Breeze executed the twenty-second one-month extensions through July 26, 2024. On August 1, 2024 Breeze executed the twenty-third one-month extension through August 26, 2024. If the Company executes all six (6) extensions, up to December 26, 2024 and has not completed a business combination, 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), 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. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. 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 ( 1 2 1933 On October 31, 2022, Breeze entered into the Original Merger Agreement, by and among Breeze, BH Velocity Merger Sub, Inc. (“Company Merger Sub”), and TV Ammo, Inc., an advanced technology manufacturing and licensing company focused on revolutionizing the global ammunition and weapons industry through the introduction of its composite-cased ammunition, innovative weapons systems and advanced manufacturing technology (“TV Ammo”). On August 5, 2024, the A&R Merger Agreement was terminated by written notice from TV Ammo. Going Concern As of June 30, 2024 The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through proceeds of $25,000 from the sale of the Founder Shares, and a loan of $300,000 under an unsecured and non-interest bearing promissory note (see Note 5 The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. I n order to finance transaction costs in connection with an intended initial 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”). We believe we will need to raise additional funds in order to meet the expenditures required for operating our business. If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we are unable to complete our business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern within one Risks and uncertainties With rising tensions around the world based on the current conflict between Israel and Hamas and the current conflict between Ukraine and Russia, we may be unable to complete a business combination if concerns related to this and other potential conflicts impact global capital markets, the ability to transfer money, currency exchange rates, cyber attacks and infrastructure including power generation and transmission, communications, and travel. Escalating conflicts could also have an impact on global demands for health care, international trade including vendor supply chains, and energy. In addition, there have been recent threats to infrastructure and equipment including cyber attacks, physical facility destruction and equipment destruction. The outcome of these conflicts or their impact cannot be predicted and may have an adverse impact in a material way on our ability to consummate a business combination, or to operate a target business with which we ultimately consummate a business combination. On August 16, 2022, the Inflation Reduction Act of 2022 2023 On March 29, 2023, the Company redeemed 509,712 shares of its common stock subject to redemption at $10.56 per share for $5.4 million. On September 26, 2023, the Company redeemed 21,208 shares of its common stock subject to redemption at $10.77 per share for approximately $231,000. On June 26, 2024, the Company redeemed 265,564 shares of its common stock subject to redemption at $11.60 per share for approximately $3.1 million. 450 450 June 30, 2024 We may maintain cash balances at third-party financial institutions in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insurance limit. The FDIC took control and was appointed receiver of Silicon Valley Bank and New York Signature Bank on March 10, 2023 and March 12, 2023, respectively. The Company does not have any direct exposure to Silicon Valley Bank or New York Signature Bank. However, if other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could have a material adverse effect on our business and financial condition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2023 December 31, 2023 December 31, 2023 six months ended June 30, 2024 December 31, 2024 Emerging growth company The Company is an “emerging growth company,” as defined in Section 2 2012 404 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 us Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiaries, True Velocity, Parent Merger Sub, and Company Merger Sub. From the inception of each operating subsidiary through June 30, 2024, the subsidiaries had no activity. Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one Cash and cash equivalents The Company considers all short-term investments with an original maturity of three June 30, 2024 December 31, 2023 Cash held in Trust Account As of June 30, 2024 Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Classification ("ASC") 480 99 Therefore, all of the shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity. On September 13, 2022, the Company held its annual stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to March 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.35 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 3,076,817 shares of the Company’s common stock were redeemed. The 1,690,196 shares of common stock remaining On March 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to September 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.56 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 509,712 shares of the Company’s common stock were redeemed. On September 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to June 26, 2024 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($ 10.77 On June 21, 2024, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to December 26, 2024 and was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($ 11.085 893,712 shares and 1,159,276 shares of common stock remaining 31, 2023, respectively 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 recorded as charges to additional paid-in capital and, if necessary, accumulated deficit. 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 recorded as charges or credits to additional paid-in capital and, if necessary, accumulated deficit. Stockholders who elect to redeem their shares do so for a pro rata portion of the amount then in the Trust Account, and also receive 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 (less up to $ of interest to pay dissolution expenses). As of June 30, 2024 Common stock subject to possible redemption – December 31, 2023 $ 12,647,701 Plus: Re-measurement of Common stock to redemption value 714,268 Less: Common stock redeemed June 26, 2024 (3,081,712 ) Common stock subject to possible redemption – June 30, 2024 $ 10,280,257 Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7 815 40 815 820 820 Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740 ASC 740 270 June 30, 2024 December 31, 2023 The Company believes its calculation to be a reliable estimate an allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2024 and does not use the annual effective tax rate (AETR) method. Net income (loss) per share Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one As a result, the calculated net income (loss) per share is the same for redeemable and non-redeemable shares of common stock. For the six months ended June 30, 2024 December 31 2023 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net income (loss) per share of common stock Numerator: Net income (loss) $ 17,103,566 $ (1,510,300 ) $ (4,912,173 ) $ (2,164,561 ) Denominator: Basic and diluted weighted average shares common stock outstanding 4,220,988 4,320,484 4,260,132 4,548,587 Basic and diluted net income (loss) per share common stock $ 4.05 $ (0.35 ) $ (1.15 ) $ (0.48 ) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The Company applies ASC 820 820 820 The carrying amounts reflected in the condensed consolidated balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 3 Level 1 Level 2 Level 3 See Note 9 Recent accounting pronouncements On December 14, 2023 , the Financial Accounting Standards Board (FASB or Board) issued Accounting Standards Update (ASU) 2023 - 09 , Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures 2023 - 09 ). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023 - 09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025 ) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The Company’s management does not believe the adoption of ASU 2023 09 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2024 | |
Initial Public Offering Disclosure [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit on November 23, 2020, for an aggregate purchase price of $100,000,000. Each Unit consists of one share of common stock, $0.0001 par value, one Right to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant (“Public Warrant”). 7 one |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2024 | |
Private Placement Disclosure [Abstract] | |
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and I-Bankers purchased an aggregate of 5,425,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $5,425,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, certain of the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares In June 2020, the Sponsor purchased 100 shares of common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. On July 15, 2020, the Sponsor effected a 28,750-for- 1 The 2,875,000 Founder Shares included an aggregate of up to 375,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to fully exercise their over-allotment option, 375,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a one The Sponsor and each holder of Founder Shares have agreed The Company had agreed with each of its four independent directors (the “Directors”) subsequent to incorporation of the Company to provide them the right to each purchase 25,000 Founder Shares with a par value of $0.0001 of the Company from Breeze Sponsor, LLC (the “Sponsor”). The Directors each exercised their right in full on July 6, 2021 and purchased 100,000 shares (25,000 per each Director) of the Founder Shares from Sponsor for a total of $10 in the aggregate. Sponsor has agreed to transfer 15,000 shares of its common stock to each of the Directors upon the closing of a Business Combination by the Company, with such shares currently beneficially owned by Sponsor. Administrative Support Agreement The Company entered into an agreement whereby, commencing on November 23, 2020 through the earlier of the Company’s consummation of a Business Combination and its liquidation, the Company will pay an affiliate of the Sponsor a total of $5,000 per month for office space, utilities and secretarial and administrative support services. For the six months ended June 30, 2024 Related Party Loans In order to finance transaction costs in connection with an intended initial 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 notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,000,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.00 per warrant. However, all working capital promissory notes specifically state that the Sponsor has elected not to convert. Such warrants would be identical to the Private Placement Warrants. 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 Loan. On February 1, 2022 (as amended), the Company signed a Promissory Note with Sponsor, with a Maturity Date of . On July 1, 2024, the Company signed an Amended Promissory Note with Sponsor, with a Maturity Date of December 26, 2024 for a total of up to $7,500,000. The Company had 12 two three 18 three-month six 6 one 1 one six 6 one 1 one-month The Company held a meeting of its stockholders on September 22, 2023 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of September 26, 2023, up to nine 9 one 1 one one On October 24, 2023, November 26, 2023, December 27, 2023, January 26, 2024, February 27, 2024, March 26, 2024, May 7, 2024 and June 3, 2024 Breeze executed the fourteenth, fifteenth, sixteenth, seventeenth, eighteenth, nineteenth, twentieth and twenty-first one The Company held a meeting of its stockholders on June 21, 2024 where the Company’s stockholders approved (i) a proposal to amend the Company’s A&R COI to authorize the Company to extend the date of June 26, 2024, up to six (6) times for an additional one 1 ) month each time (ultimately until as late as December 26, 2024), and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. For each one -month extension the Company will deposit $31,280 ($0.035 per share) into the Trust Account. On June 26, 2024 and August 1, 2024 Breeze executed the twenty-second and twenty-third one-month extensions through August 26, 2024. If the Company executes all six (6) extensions, up to December 26, 2024 and has not completed a business combination, the Company may hold a meeting of its stockholders to approve (i) a proposal to amend the Company’s A&R COI to authorize the Company an extension for a designated time, and (ii) a proposal to amend the Trust Agreement to authorize the Extension and its implementation by the Company. Representative and Consultant Shares Pursuant to the underwriting agreement (the “Underwriting Agreement”) between the Company and I-Bankers Securities (the “Representative”), on November 23, 2020, the Company issued to the Representative and its designee 250,000 shares of common stock and separately agreed to issue the Company’s Consultant 15,000 shares of common stock for nominal consideration in a private placement intended to be exempt from registration under Section 4 2 In 2020 180 5110 1 5110 180 In addition, the holders of Representative Shares and Consultant Shares have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the time specified in the certificate of incorporation. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2024 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | Note 6 — Commitments Registration and Stockholder Rights Pursuant to a registration rights and stockholder agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration and stockholder rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s common stock). The holders of the majority of these securities are entitled to make up to three 415 five 5110 8 seven 5110 8 Business Combination Marketing Agreement The Company has engaged I-Bankers Securities, Inc. on November 23, 2020, as an advisor in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay I-Bankers Securities, Inc. a cash fee for such services upon the consummation of a Business Combination in an amount equal to 2.75% of the gross proceeds of Initial Public Offering, or $3,162,500. Public Relations Agreement On February 29, 2024, the Company signed a Public Relations Agreement with Gateway Group, Inc., for public relations services for a business combination. The agreement includes an obligation to pay a Transaction Success Fee of $ 20,000 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2024 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 7 – Warrants As of June 30, 2024 and December 31, 2023 , there were 11,500,000 5,425,000 815 - 40 . Under the guidance in ASC 815-40, certain warrants do not meet the criteria for equity treatment. These warrants include a clause whereby the warrant holder may be entitled to receive a net cash settlement upon the acceptance by the holders of the Company’s common stock of a tender, exchange or redemption offer. Upon such a qualifying tender cash offer (an event which could be outside the control of the Company), all Warrant holders would be entitled to cash. This factor precludes the Company from applying equity accounting as the warrant holder could receive a net cash settlement value that is greater than a holder of the Company’s common stock. Accordingly, the Company has concluded that liability accounting is required. As such, these warrants are recorded at fair value as of each reporting date with the change in fair value reported within other income in the accompanying condensed consolidated statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity. The Company utilized a Modified Black Scholes Model to estimate the fair values of the warrants, which incorporates significant inputs that are not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market participants would use in valuing the contingent consideration. The Company determined the fair value by using the below key inputs to the Modified Black Scholes Model. Public Warrants may only be exercised for a whole number of shares. No fractional shares are issued upon exercise of the Public Warrants. The Public Warrants are exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3 9 The Company has agreed that as soon as practicable, but in no event later than 15 60 18 1 3 9 Once the warrants become exercisable, the company may call the warrants for redemption: • 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 (the “ 30 • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders. The Company may not redeem the warrants when a holder may not exercise such warrants. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders 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 our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day after the day on which the company consummates its initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to the company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the company will, upon exercise, round down to the nearest whole number of shares of common stock to be issued to the warrant holder. T he Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the original holders or their permitted transferees. If the Private Placement Warrants are held by someone other than the original holders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units being sold in the Initial Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are substantially identical to those of the Warrants being sold as part of the Units in the Initial Public Offering. The Sponsor and I-Bankers Securities purchased from the Company an aggregate of 5,425,000 Warrants at a price of $1.00 per Warrant (a purchase price of $5,425,000 ) in a private placement that occurred simultaneously with the completion of the Initial Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50. The purchase price of the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account pending completion of the Company’s initial Business Combination. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distributions to the public stockholders and the Warrants issued to the Sponsor and I-Bankers Securities will expire worthless. The warrant liabilities were initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured at each reporting period using a Modified Black-Scholes model. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. The Company recognized a loss in connection with changes in the fair value of warrant liabilities of $3,656,250 and a loss of $1,184,750 in the condensed consolidated statements of operations for the six months ended June 30, 2024 |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 8 — Stockholder’s Deficit Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2024 December 31, 2023 , there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of June 30, 2024 December 31, 2023 893,712 Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a Right will automatically receive one 1/20 one 1 20 The Company will not issue fractional shares in connection with an exchange of Rights. As a result, the holders of the Rights must hold Rights in multiples of 20 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9 — Fair Value M easurements The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2024 Description Level 1 Level 2 Level 3 Liabilities Warrant liability - Public Warrants $ — $ — $ 3,795,000 Warrant liability - Private Placement Warrants $ — $ — $ 2,061,500 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 Description Level 1 Level 2 Level 3 Liabilities Warrant liability - Public Warrants $ 1,495,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 705,250 Transfers to/from Levels 1 2 3 3 June 30, 2024 no December 31, 2023 The following table presents information about the Company's financial assets that were transferred from Level 1 3 Level 3 Three months ended June 30, 2024 Six months ended June 30, 2024 Beginning balance $ — $ — Transfer in 3,795,000 3,795,000 Change in valuation inputs or other assumptions — — Ending balance $ 3,795,000 $ 3,795,000 Amount of unrealized gain $ — $ — The Company utilized a back-solve lattice model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of June 30, 2024 3 December 31, 2023 1 June 30, 2024 December 31, 2023 The Company utilizes a Modified Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the condensed consolidated statement of operations. The estimated fair value of the Private Placement warrant liability is determined using Level 3 zero The probability of completing the business combination is derived by taking a sample of other special purpose acquisition companies and calculating the implied probability of completion for each company in the sample set. The average and 1 3 zero The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants: As of As of June 30, December 31, 2024 2023 Stock price $ 10.93 $ 11.03 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 12.00 % 6.5 % Dividend yield — — Term (in years) 5.49 5.25 Volatility 22.90 % 11.30 % Risk-free rate 4.33 % 3.84 % Fair value of warrants $ 0.38 $ 0.13 The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2022 $ 379,750 $ 805,000 $ 1,184,750 Change in valuation inputs or other assumptions (54,250 ) (115,000 ) (169,250 ) Fair value as of March 31, 2023 $ 325,500 $ 690,000 $ 1,015,500 Change in valuation inputs or other assumptions 434,000 920,000 1,354,000 Fair value as of June 30, 2023 $ 759,500 $ 1,610,000 $ 2,369,500 Private Placement Public Warrant Liabilities Fair value as of December 31, 2023 $ 705,250 $ 1,495,000 $ 2,200,250 Change in valuation inputs or other assumptions 8,137,500 12,995,000 21,132,500 Fair value as of March 31, 2024 $ 8,842,750 $ 14,490,000 $ 23,332,750 Change in valuation inputs or other assumptions (6,781,250 ) (10,695,000 ) (17,476,250 ) Fair value as of June 30, 2024 $ 2,061,500 $ 3,795,000 $ 5,856,500 |
Interim Income Tax
Interim Income Tax | 6 Months Ended |
Jun. 30, 2024 | |
Interim Income Tax | |
Interim Income Tax | Note 10 — Interim Income Tax The Company's effective tax rate for the three and six June 30, 2024 three and six months ended June 30, 2023 three and six June 30, 2024 June 30, 2023 three and six June 30, 2024 three and six June 30, 2024 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events | |
Subsequent Events | Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review, the Company did not, except as described in these condensed consolidated financial statements and below, identify any other subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On May 24, 2024, the Company received written notice (the “Notice Letter”) from the Panel indicating that the Panel had determined to delist our securities from The Nasdaq Stock Market LLC (“Nasdaq”) and that trading in our securities would be suspended at the open of trading on May 29, 2024, due to our failure to satisfy the terms of the Panel’s Decision. Pursuant to the terms of the Decision, amongst other things, we were required to close our initial business combination, with the new entity demonstrating compliance with the initial listing criteria set forth in Nasdaq Listing Rule 5500 on or before May 28, 2024. On May 24, 2024, we notified the Panel that we would not be able to close our initial business combination by the Panel’s May 28, 2024 deadline. Accordingly, the Panel determined to delist our securities from Nasdaq as set forth in the Notice Letter. On August 20, 2024, the Company's common stock, rights and warrants are expected to begin trading on the OTCQX Best Market. The Amended and Restated Merger Agreement and Plan of Reorganization, dated as of February 14, 2024, by and among Breeze Holdings Acquisition Corp. (the “Company”), TV Ammo, Inc. (“TV Ammo”), True Velocity, Inc., BH Velocity Merger Sub Inc., and Breeze Merger Sub Inc. was terminated on August 5, 2024 by TV Ammo. As a result of this termination, the Company is no longer pursuing a business combination with TV Ammo. |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2023 December 31, 2023 December 31, 2023 six months ended June 30, 2024 December 31, 2024 |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2 2012 404 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 us |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned and controlled operating subsidiaries, True Velocity, Parent Merger Sub, and Company Merger Sub. From the inception of each operating subsidiary through June 30, 2024, the subsidiaries had no activity. |
Use of estimates | Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three June 30, 2024 December 31, 2023 |
Cash held in Trust Account | Cash held in Trust Account As of June 30, 2024 |
Common stock subject to possible redemption | Common stock subject to possible redemption All of the 11,500,000 shares of common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Certificate of Incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in Accounting Standards Classification ("ASC") 480 99 Therefore, all of the shares of common stock sold as part of the Units in the Initial Public offering have been classified outside of permanent equity. On September 13, 2022, the Company held its annual stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to March 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.35 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 3,076,817 shares of the Company’s common stock were redeemed. The 1,690,196 shares of common stock remaining On March 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to September 26, 2023 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($10.56 per share), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. In connection with the extension proposal, 509,712 shares of the Company’s common stock were redeemed. On September 22, 2023, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to June 26, 2024 was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($ 10.77 On June 21, 2024, the Company held a stockholders’ meeting at which a proposal to approve the extension of time to consummate the closing of a Business Combination Agreement to December 26, 2024 and was approved. The Company provided its stockholders with the opportunity to redeem all or a portion of their Public Shares at the time of this stockholders’ meeting. The stockholders who elected to redeem their shares did so for a pro rata portion of the amount then in the Trust Account ($ 11.085 893,712 shares and 1,159,276 shares of common stock remaining 31, 2023, respectively 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 recorded as charges to additional paid-in capital and, if necessary, accumulated deficit. 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 recorded as charges or credits to additional paid-in capital and, if necessary, accumulated deficit. Stockholders who elect to redeem their shares do so for a pro rata portion of the amount then in the Trust Account, and also receive 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 (less up to $ of interest to pay dissolution expenses). As of June 30, 2024 Common stock subject to possible redemption – December 31, 2023 $ 12,647,701 Plus: Re-measurement of Common stock to redemption value 714,268 Less: Common stock redeemed June 26, 2024 (3,081,712 ) Common stock subject to possible redemption – June 30, 2024 $ 10,280,257 |
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, see Note 7 815 40 815 820 820 |
Income Taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740 ASC 740 270 June 30, 2024 December 31, 2023 The Company believes its calculation to be a reliable estimate an allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through June 30, 2024 and does not use the annual effective tax rate (AETR) method. |
Net income (loss) per share | Net income (loss) per share Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. As the Public Shares are considered to be redeemable at fair value, and a redemption at fair value does not amount to a distribution different than other shareholders, redeemable and non-redeemable shares of common stock are presented as one As a result, the calculated net income (loss) per share is the same for redeemable and non-redeemable shares of common stock. For the six months ended June 30, 2024 December 31 2023 The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net income (loss) per share of common stock Numerator: Net income (loss) $ 17,103,566 $ (1,510,300 ) $ (4,912,173 ) $ (2,164,561 ) Denominator: Basic and diluted weighted average shares common stock outstanding 4,220,988 4,320,484 4,260,132 4,548,587 Basic and diluted net income (loss) per share common stock $ 4.05 $ (0.35 ) $ (1.15 ) $ (0.48 ) |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair value of financial instruments The Company applies ASC 820 820 820 The carrying amounts reflected in the condensed consolidated balance sheet for cash, prepaid expenses and accrued offering costs approximate fair value due to their short-term nature. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 3 Level 1 Level 2 Level 3 See Note 9 |
Recent accounting pronouncements | Recent accounting pronouncements On December 14, 2023 , the Financial Accounting Standards Board (FASB or Board) issued Accounting Standards Update (ASU) 2023 - 09 , Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures 2023 - 09 ). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023 - 09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025 ) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The Company’s management does not believe the adoption of ASU 2023 09 Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Subject to Possible Redemption | As of June 30, 2024 Common stock subject to possible redemption – December 31, 2023 $ 12,647,701 Plus: Re-measurement of Common stock to redemption value 714,268 Less: Common stock redeemed June 26, 2024 (3,081,712 ) Common stock subject to possible redemption – June 30, 2024 $ 10,280,257 |
Calculation of Basic and Diluted Net Loss per Common Share | The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share amounts): Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Basic and diluted net income (loss) per share of common stock Numerator: Net income (loss) $ 17,103,566 $ (1,510,300 ) $ (4,912,173 ) $ (2,164,561 ) Denominator: Basic and diluted weighted average shares common stock outstanding 4,220,988 4,320,484 4,260,132 4,548,587 Basic and diluted net income (loss) per share common stock $ 4.05 $ (0.35 ) $ (1.15 ) $ (0.48 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of June 30, 2024 Description Level 1 Level 2 Level 3 Liabilities Warrant liability - Public Warrants $ — $ — $ 3,795,000 Warrant liability - Private Placement Warrants $ — $ — $ 2,061,500 The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December 31, 2023 Description Level 1 Level 2 Level 3 Liabilities Warrant liability - Public Warrants $ 1,495,000 $ — $ — Warrant liability - Private Placement Warrants $ — $ — $ 705,250 |
Summary of financial assets and liabilities measured at fair value on recurring basis that were transferred from level 1 to level 3 | Transfers to/from Levels 1 2 3 3 June 30, 2024 no December 31, 2023 The following table presents information about the Company's financial assets that were transferred from Level 1 3 Level 3 Three months ended June 30, 2024 Six months ended June 30, 2024 Beginning balance $ — $ — Transfer in 3,795,000 3,795,000 Change in valuation inputs or other assumptions — — Ending balance $ 3,795,000 $ 3,795,000 Amount of unrealized gain $ — $ — |
Significant Inputs for Fair Value | The following table provides the significant inputs to the Modified Black-Scholes model for the fair value of the Private Placement Warrants: As of As of June 30, December 31, 2024 2023 Stock price $ 10.93 $ 11.03 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 12.00 % 6.5 % Dividend yield — — Term (in years) 5.49 5.25 Volatility 22.90 % 11.30 % Risk-free rate 4.33 % 3.84 % Fair value of warrants $ 0.38 $ 0.13 |
Changes in Fair Value of Warrants Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2022 $ 379,750 $ 805,000 $ 1,184,750 Change in valuation inputs or other assumptions (54,250 ) (115,000 ) (169,250 ) Fair value as of March 31, 2023 $ 325,500 $ 690,000 $ 1,015,500 Change in valuation inputs or other assumptions 434,000 920,000 1,354,000 Fair value as of June 30, 2023 $ 759,500 $ 1,610,000 $ 2,369,500 Private Placement Public Warrant Liabilities Fair value as of December 31, 2023 $ 705,250 $ 1,495,000 $ 2,200,250 Change in valuation inputs or other assumptions 8,137,500 12,995,000 21,132,500 Fair value as of March 31, 2024 $ 8,842,750 $ 14,490,000 $ 23,332,750 Change in valuation inputs or other assumptions (6,781,250 ) (10,695,000 ) (17,476,250 ) Fair value as of June 30, 2024 $ 2,061,500 $ 3,795,000 $ 5,856,500 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||||||
Jun. 26, 2024 | Sep. 26, 2023 | Sep. 22, 2023 | Mar. 29, 2023 | Oct. 31, 2022 | Sep. 13, 2022 | Nov. 25, 2020 | Nov. 22, 2020 | Aug. 16, 2022 | Jun. 30, 2024 | Jun. 21, 2024 | Dec. 31, 2023 | Sep. 27, 2023 | |
Organization And Basis Of Operations [Line Items] | |||||||||||||
Warrants sold during period | 5,425,000 | ||||||||||||
Sale price per private placement warrant | $ 1 | $ 1 | |||||||||||
Net proceeds placed in Trust Account | $ 10,380,257 | $ 12,977,528 | |||||||||||
Shares issued price per share | $ 0.035 | ||||||||||||
Cash held outside Trust Account | $ 39,970 | $ 4,228 | |||||||||||
Aggregate fair market value as percentage of assets held in Trust Account | 80% | ||||||||||||
Percentage of outstanding voting securities to be owned or acquired post-transaction | 50% | ||||||||||||
Stock redemption price per share | $ 11.6 | $ 10.77 | $ 10.56 | $ 10.15 | $ 11.5 | $ 10.91 | |||||||
Minimum net intangible assets required for business combination | $ 5,000,001 | ||||||||||||
Restriction on redeeming shares in case of stockholder approval of business combination | 10% | ||||||||||||
Business combination incomplete, percentage of stock redemption | 100% | ||||||||||||
Number of common stock redeemed | 265,564 | 21,208 | 21,208 | 509,712 | 3,076,817 | ||||||||
Value of common stock redeemed | $ 3,100,000 | $ 231,000 | $ 5,400,000 | ||||||||||
Business combination incomplete, maximum dissolution expenses to be paid | $ 100,000 | ||||||||||||
Assets remaining available for distribution, per share, maximum. | $ 11.12 | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Cash | $ 39,970 | $ 4,228 | |||||||||||
Working capital | 9,523,707 | ||||||||||||
Proceeds from sale of founder shares | $ 25,000 | ||||||||||||
Proceeds from unsecured and non-interest bearing promissory note | $ 300,000 | ||||||||||||
Percentage of excise tax on redemption amount paid | 1% | ||||||||||||
Excise tax liability | $ 87,087 | $ 56,270 | |||||||||||
Percentage of excise tax liability shares redeemed | 1% | ||||||||||||
Excise tax percentage | 1% | ||||||||||||
Loss Contingency Accrual | $ 30,817 | $ 56,270 | |||||||||||
TV Ammo Inc | Milestone Event Period | |||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||
Vesting period of earnout shares | 3 years | ||||||||||||
Related Party Loans | |||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||
Sale price per private placement warrant | $ 1 | ||||||||||||
Shares issued price per share | $ 0.035 | ||||||||||||
Related Party Loans | Maximum [Member] | |||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||
Warrants issuable on notes conversion upon completion of business combination | $ 1,000,000 | ||||||||||||
Initial Public Offering Including Underwriters' Exercise | |||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||
Stock issued during period | 11,500,000 | ||||||||||||
Gross proceeds from initial public offering | $ 115,000,000 | ||||||||||||
Net proceeds placed in Trust Account | $ 115,000,000 | ||||||||||||
Shares issued price per share | $ 10 | ||||||||||||
Transaction costs | $ 4,099,907 | ||||||||||||
Underwriting fees | 2,300,000 | ||||||||||||
Other offering costs | 477,557 | ||||||||||||
Cash held outside Trust Account | 39,970 | ||||||||||||
Cash | $ 39,970 | ||||||||||||
Initial Public Offering Including Underwriters' Exercise | Representative Founder Shares | |||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||
Offering costs | $ 1,322,350 | ||||||||||||
Private Placement | |||||||||||||
Organization And Basis Of Operations [Line Items] | |||||||||||||
Sale price per private placement warrant | $ 1 | ||||||||||||
Gross proceeds from sale of warrants | $ 5,425,000 | ||||||||||||
Net proceeds placed in Trust Account | $ 1,725,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||
Jun. 26, 2024 | Sep. 26, 2023 | Sep. 22, 2023 | Mar. 29, 2023 | Mar. 22, 2023 | Sep. 13, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 25, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Cash equivalents | $ 0 | $ 0 | |||||||
Common stock sold | 3,140,000 | 3,140,000 | |||||||
Number of common stock redeemed | 265,564 | 21,208 | 21,208 | 509,712 | 3,076,817 | ||||
Common stock subject to possible redemption | 1,690,196 | 893,712 | 1,159,276 | ||||||
Stock redemption price per share | $ 11.6 | $ 10.77 | $ 10.56 | $ 11.5 | $ 10.91 | $ 10.15 | |||
Unrecognized tax benefits | $ 0 | $ 0 | |||||||
Accrued for interest and penalties | $ 0 | $ 0 | |||||||
Dilutive securities and other contracts potentially exercised or converted into common stock | 0 | 0 | |||||||
Concentrations of credit risk consist of cash accounts | $ 250,000 | ||||||||
Business combination incomplete, maximum dissolution expenses to be paid | $ 100,000 | ||||||||
Common Stock | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of common stock redeemed | 509,712 | 265,564 | |||||||
Common Stock Subject to Mandatory Redemption | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Stock redemption price per share | $ 10.77 | $ 10.56 | $ 10.35 | $ 11.085 | |||||
Initial Public Offering | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Common stock sold | 11,500,000 | ||||||||
Common stock subject to possible redemption | 893,712 | 1,159,276 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Changes in Statement of Stockholders' Equity (Details) - USD ($) | 6 Months Ended | |||
Jun. 26, 2024 | Sep. 26, 2023 | Mar. 29, 2023 | Jun. 30, 2024 | |
Temporary Equity [Line Items] | ||||
Common stock subject to possible redemption - Beginning balance | $ 12,647,701 | |||
Common stock redeemed | $ (3,100,000) | $ (231,000) | $ (5,400,000) | |
Common stock subject to possible redemption - Ending balance | 10,280,257 | |||
Common Stock Subject To Possible Redemption | ||||
Temporary Equity [Line Items] | ||||
Common stock subject to possible redemption - Beginning balance | 12,647,701 | |||
Re-measurement of Common stock to redemption value | 714,268 | |||
Common stock redeemed | $ (3,081,712) | |||
Common stock subject to possible redemption - Ending balance | $ 10,280,257 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Calculation of Basic and Diluted Net Income per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net income (loss) | $ 17,103,566 | $ (22,015,739) | $ (1,510,300) | $ (654,261) | $ (4,912,173) | $ (2,164,561) |
Denominator: | ||||||
Basic weighted average shares common stock outstanding | 4,220,988 | 4,320,484 | 4,260,132 | 4,548,587 | ||
Basic net income (loss) per share common stock | $ 4.05 | $ (0.35) | $ (1.15) | $ (0.48) | ||
Diluted weighted average shares common stock outstanding | 4,220,988 | 4,320,484 | 4,260,132 | 4,548,587 | ||
Diluted net (income) loss per share common stock | $ 4.05 | $ (0.35) | $ (1.15) | $ (0.48) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) | 6 Months Ended | |||
Nov. 25, 2020 | Nov. 23, 2020 | Jun. 30, 2024 | Sep. 27, 2023 | |
Initial Public Offering [Line Items] | ||||
Shares issued price per share | $ 0.035 | |||
Number of common stock entitled for each warrants | 1 | |||
Exercise price per share | $ 11.5 | |||
Public Warrant | ||||
Initial Public Offering [Line Items] | ||||
Number of common stock entitled for each warrants | 1 | |||
Exercise price per share | $ 11.5 | |||
Warrant exercisable period | 30 days | |||
Initial public offering closing period | 18 months | |||
Initial business combination expiration period | 5 years | |||
Initial Public Offering | ||||
Initial Public Offering [Line Items] | ||||
Common stock issued, Shares | 10,000,000 | |||
Shares issued price per share | $ 10 | |||
Aggregate purchase price | $ 100,000,000 | |||
Description of conversion feature | Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit on November 23, 2020, for an aggregate purchase price of $100,000,000. Each Unit consists of one share of common stock, $0.0001 par value, one Right to receive one-twentieth (1/20) of one share of common stock upon the consummation of an initial business combination and one redeemable warrant (“Public Warrant”). | |||
Over-Allotment Option | ||||
Initial Public Offering [Line Items] | ||||
Common stock issued, Shares | 1,500,000 | |||
Shares issued price per share | $ 10 |
Private Placement - Additional
Private Placement - Additional Information (Details) - USD ($) | Nov. 25, 2020 | Jun. 30, 2024 |
Private Placement [Line Items] | ||
Sale price per private placement warrant | $ 1 | $ 1 |
Number of common stock entitled for each warrants | 1 | |
Private Placement | ||
Private Placement [Line Items] | ||
Sale of warrants | 5,425,000 | |
Sale price per private placement warrant | $ 1 | |
Proceeds from issuance of warrants | $ 5,425,000 | |
Number of common stock entitled for each warrants | 1 | |
Common stock price per share | $ 11.5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Jul. 01, 2024 USD ($) | Jun. 26, 2024 USD ($) | Jun. 21, 2024 USD ($) $ / shares | Mar. 01, 2024 USD ($) | Oct. 01, 2023 USD ($) | Sep. 27, 2023 USD ($) $ / shares | Aug. 02, 2023 USD ($) $ / shares | Jun. 26, 2023 USD ($) $ / shares | May 25, 2023 USD ($) $ / shares | Apr. 25, 2023 USD ($) $ / shares | Apr. 01, 2023 USD ($) | Mar. 30, 2023 USD ($) $ / shares | Feb. 23, 2023 USD ($) $ / shares | Jan. 25, 2023 USD ($) $ / shares | Dec. 26, 2022 USD ($) $ / shares | Nov. 26, 2022 USD ($) $ / shares | Oct. 26, 2022 USD ($) $ / shares | Oct. 01, 2022 USD ($) | Sep. 26, 2022 USD ($) $ / shares | Feb. 01, 2022 USD ($) | Nov. 25, 2020 $ / shares shares | Nov. 23, 2020 USD ($) $ / shares shares | Jul. 15, 2020 shares | Jun. 30, 2020 USD ($) shares | Jun. 30, 2024 USD ($) Director $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Director $ / shares shares | Jun. 30, 2023 USD ($) | Aug. 28, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Dividends, Cash | $ 6,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||||
Common stock, shares outstanding | shares | 3,140,000 | 3,140,000 | 3,140,000 | |||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||
Common stock, shares issued | shares | 3,140,000 | 3,140,000 | 3,140,000 | |||||||||||||||||||||||||||
Shares purchased by the directors, aggregate value | $ 315 | $ 315 | $ 315 | |||||||||||||||||||||||||||
Related party transaction, administrative service expense incurred and paid | $ 537,407 | $ 303,335 | $ 1,584,448 | $ 1,193,464 | ||||||||||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||
Maturity date | Jun. 26, 2024 | Sep. 26, 2023 | ||||||||||||||||||||||||||||
Related party transaction expenses paid by related party on behalf of the Company | $ 202,621 | |||||||||||||||||||||||||||||
Related party transaction due to related party | $ 9,240,428 | $ 9,240,428 | ||||||||||||||||||||||||||||
Deposits into trust account | $ 40,575 | |||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.035 | |||||||||||||||||||||||||||||
Initial Public Offering | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Common stock, shares issued | shares | 11,500,000 | 11,500,000 | ||||||||||||||||||||||||||||
Aggregate purchase price | $ 100,000,000 | |||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 10 | |||||||||||||||||||||||||||||
Common stock issued, Shares | shares | 10,000,000 | |||||||||||||||||||||||||||||
Over-Allotment Option | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 10 | |||||||||||||||||||||||||||||
Common stock issued, Shares | shares | 1,500,000 | |||||||||||||||||||||||||||||
Private Placement | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Common stock price per share | $ / shares | $ 11.5 | |||||||||||||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | |||||||||||||||||||||||||||||
Directors | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Number of directors | Director | 4 | 4 | ||||||||||||||||||||||||||||
Right to purchase, number of shares by each director | shares | 25,000 | 25,000 | ||||||||||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||
Common stock, shares issued | shares | 100,000 | 100,000 | ||||||||||||||||||||||||||||
Number of shares purchased by each director | shares | 25,000 | 25,000 | ||||||||||||||||||||||||||||
Shares purchased by the directors, aggregate value | $ 10 | $ 10 | ||||||||||||||||||||||||||||
Common stock, shares transfers upon closing of business combination | shares | 15,000 | |||||||||||||||||||||||||||||
Breeze Sponsor, LLC | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Number of trading days | 20 days | |||||||||||||||||||||||||||||
Number of consecutive trading days | 30 days | |||||||||||||||||||||||||||||
Related Party Loans | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Sale price per private placement warrant | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||||||
Extension time to deposit funds into trust account to consummate business combination | 1 month | 1 month | ||||||||||||||||||||||||||||
Deposits into trust account | $ 31,280 | |||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.035 | |||||||||||||||||||||||||||||
Related Party Loans | Promissory Note | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Maturity date | Dec. 26, 2024 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 7,500,000 | |||||||||||||||||||||||||||||
Related Party Loans | Maximum [Member] | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Warrants issuable on notes conversion upon completion of business combination | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
Representative | Over-Allotment Option | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued, Shares | shares | 250,000 | |||||||||||||||||||||||||||||
Consultant | Private Placement | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued, Shares | shares | 15,000 | |||||||||||||||||||||||||||||
Representative and Consultant | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Aggregate purchase price | $ 1,322,350 | |||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 4.99 | |||||||||||||||||||||||||||||
Founder shares will not be transferable, assignable or saleable, number of days after completion of business combination | 30 days | |||||||||||||||||||||||||||||
Founder Shares | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Common stock, shares outstanding | shares | 2,875,000 | |||||||||||||||||||||||||||||
Founder Shares | Breeze Sponsor, LLC | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Common stock, shares subject to forfeiture | shares | 375,000 | |||||||||||||||||||||||||||||
Ownership percentage of initial stockholders | 20% | |||||||||||||||||||||||||||||
Common stock, shares not subject to forfeiture | shares | 375,000 | |||||||||||||||||||||||||||||
Stock conversion ratio | 1% | |||||||||||||||||||||||||||||
Breeze Sponsor, LLC | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Share holding period upon closing of business combination | 1 year | |||||||||||||||||||||||||||||
Common stock price per share | $ / shares | $ 12 | $ 12 | ||||||||||||||||||||||||||||
Minimum share holding period upon closing of business combination | 150 days | |||||||||||||||||||||||||||||
Related party transaction, administrative service fee per month | $ 5,000 | |||||||||||||||||||||||||||||
Related party transaction, administrative service expense incurred and paid | $ 30,000 | |||||||||||||||||||||||||||||
Breeze Sponsor, LLC | Founder Shares | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Issuance of common stock, shares | shares | 100 | |||||||||||||||||||||||||||||
Purchase price of shares of common stock | $ 25,000 | |||||||||||||||||||||||||||||
Forward stock split | 28,750 | |||||||||||||||||||||||||||||
Stock conversion ratio, description | one</span>-for-one basis, subject to certain adjustments, as described in Note 6." id="sjs-AB88">The Founder Shares will automatically convert into shares of common stock upon consummation of a Business Combination on a <span style="-sec-ix-hidden:Tag520">one</span>-for-one basis, subject to certain adjustments, as described in Note 6. | |||||||||||||||||||||||||||||
Related Party Loans | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Working capital loan | $ 6,737,807 | $ 6,737,807 | ||||||||||||||||||||||||||||
Extension time to deposit funds into trust account to consummate business combination | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 1 month | 3 months | |||||||||||||||||||||
Deposits into trust account | $ 41,317 | $ 41,317 | $ 41,317 | $ 41,317 | $ 41,317 | $ 59,157 | $ 59,157 | $ 59,157 | $ 59,157 | $ 59,157 | $ 59,157 | $ 1,150,000 | $ 41,317 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.035 | $ 0.1 | $ 0.1 | $ 0.035 | ||||||||||||||||
Related Party Loans | Initial Public Offering | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Shares issued price per share | $ / shares | $ 0.21 | $ 0.21 | ||||||||||||||||||||||||||||
Pre-transaction equity value | $ 354,942 | |||||||||||||||||||||||||||||
Related Party Loans | Direct Working Capital | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Promissory note | $ 5,811,109 | 5,811,109 | ||||||||||||||||||||||||||||
Related Party Loans | SPAC Extension Funds | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Working capital loan | $ 926,698 | $ 926,698 | ||||||||||||||||||||||||||||
Related Party Loans | Promissory Note | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Maturity date | Jun. 26, 2024 | Sep. 26, 2023 | Mar. 26, 2023 | |||||||||||||||||||||||||||
Aggregate principal amount | $ 4,000,000 | $ 1,500,000 | ||||||||||||||||||||||||||||
Related Party Loans | Maximum [Member] | Promissory Note | ||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Dividends, Cash | $ 7,000,000 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | 6 Months Ended | |||
Nov. 25, 2020 | Jun. 30, 2024 | Feb. 29, 2024 | Sep. 27, 2023 | |
Subsidiary Or Equity Method Investee [Line Items] | ||||
Shares issued price per share | $ 0.035 | |||
Percentage of advisor cash fee on gross proceeds of Initial Public Offering | 2.75% | |||
Cash fee for advisory services upon business combination | $ 3,162,500 | |||
Public Relations Agreement | Gateway Group, Inc. | ||||
Subsidiary Or Equity Method Investee [Line Items] | ||||
Transaction Success Fee payable upon completion of business combination | $ 20,000 | |||
Over-Allotment Option | ||||
Subsidiary Or Equity Method Investee [Line Items] | ||||
Common stock issued, Shares | 1,500,000 | |||
Shares issued price per share | $ 10 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Nov. 25, 2020 | |
Class Of Warrant Or Right [Line Items] | ||||
Number of fractional shares issued upon exercise of public warrant | 0 | |||
Warrants exercisable period after completion of business combination | 30 days | |||
Warrants exercisable period from closing of initial public offering | 12 months | |||
Warrant expiration period after completion of business combination or earlier upon redemption or liquidation | 5 years | |||
Class of warrant or right exercisable | 0 | |||
Redemption price per warrant | $ 0.01 | |||
Minimum period of prior written notice of redemption of warrants | 30 days | |||
Minimum price per share required for redemption of warrants | $ 18 | |||
Warrants redemption covenant, threshold trading days | 20 days | |||
Warrants redemption covenant threshold consecutive trading days | 30 days | |||
Maximum effective issue price to closing of business combination | $ 9.2 | |||
Minimum percentage of total equity proceeds from issuances | 60% | |||
Number of trading days prior on consummates business combination | 20 days | |||
Percentage of exercise price of warrants adjusted equal to higher of market value and newly issued price | 115% | |||
Percentage of redemption triggered price of warrants adjusted equal to higher of market value and issued price. | 180% | |||
Warrants will not be transferable assignable or saleable number of period after completion of business combination | 30 days | |||
Warrants outstanding | 5,425,000 | |||
Warrant price per share | $ 1 | $ 1 | ||
Purchase price of warrant | $ 5,425,000 | |||
Number of common stock entitled for each warrants | 1 | |||
Exercise price per share | $ 11.5 | |||
Change in fair value of warrant liabilities | $ 3,656,250 | $ 1,184,750 | ||
Public Warrant | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding | 11,500,000 | 11,500,000 | ||
Number of common stock entitled for each warrants | 1 | |||
Exercise price per share | $ 11.5 | |||
Private Placement Warrant | ||||
Class Of Warrant Or Right [Line Items] | ||||
Warrants outstanding | 5,425,000 | 5,425,000 |
Stockholder's Deficit - Additio
Stockholder's Deficit - Additional Information (Details) | 6 Months Ended | ||
Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | Sep. 13, 2022 shares | |
Equity [Abstract] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, voting rights | Holders of common stock are entitled to one vote for each share. | ||
Common stock, shares issued | 3,140,000 | 3,140,000 | |
Common stock, shares outstanding | 3,140,000 | 3,140,000 | |
Common stock subject to possible redemption | 893,712 | 1,159,276 | 1,690,196 |
Business combination right convertible share of common stock conversion ratio | 0.05 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Level 1 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | $ 1,495,000 | |
Level 1 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | ||
Level 2 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | ||
Level 2 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | ||
Level 3 | Public Warrant | ||
Liabilities | ||
Warrant liabilities | 3,795,000 | |
Level 3 | Private Placement Warrants | ||
Liabilities | ||
Warrant liabilities | $ 2,061,500 | $ 705,250 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of financial assets and liabilities measured at fair value on recurring basis that were transferred from level 1 to level 3 (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of beginning of period | $ 23,332,750 | $ 2,200,250 |
Fair value as of ending of period | $ 5,856,500 | $ 5,856,500 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income Expense | Nonoperating Income Expense |
Public Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of beginning of period | $ 14,490,000 | $ 1,495,000 |
Fair value as of ending of period | 3,795,000 | 3,795,000 |
Level 3 | Public Warrant | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of beginning of period | ||
Transfer in | 3,795,000 | 3,795,000 |
Change in valuation inputs or other assumptions | ||
Fair value as of ending of period | 3,795,000 | 3,795,000 |
Amount of unrealized gain for the period included in income relating to assets held at the end of the reporting period |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Quoted price of public warrant | $ 11.5 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Quoted price of public warrant | $ 0.33 | $ 0.13 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Inputs for Fair Value (Details) - Modified Black Scholes - Private Placement Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 $ / shares | Dec. 31, 2023 $ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.38 | 0.13 |
Probability of completing a Business Combination | 12% | 6.50% |
Stock Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 10.93 | 11.03 |
Strike Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 11.5 | 11.5 |
Dividend Yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | ||
Term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input, Term years | 5 years 5 months 26 days | 5 years 3 months |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.229 | 0.113 |
Risk-free Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Derivative Liability, Measurement Input | 0.0433 | 0.0384 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Warrants Liabilities (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value as of beginning of period | $ 23,332,750 | $ 2,200,250 | $ 1,015,500 | $ 1,184,750 |
Change in valuation inputs or other assumptions | (17,476,250) | 21,132,500 | 1,354,000 | (169,250) |
Fair value as of ending of period | 5,856,500 | 23,332,750 | 2,369,500 | 1,015,500 |
Private Placement | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value as of beginning of period | 8,842,750 | 705,250 | 325,500 | 379,750 |
Change in valuation inputs or other assumptions | (6,781,250) | 8,137,500 | 434,000 | (54,250) |
Fair value as of ending of period | 2,061,500 | 8,842,750 | 759,500 | 325,500 |
Public | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value as of beginning of period | 14,490,000 | 1,495,000 | 690,000 | 805,000 |
Change in valuation inputs or other assumptions | (10,695,000) | 12,995,000 | 920,000 | (115,000) |
Fair value as of ending of period | $ 3,795,000 | $ 14,490,000 | $ 1,610,000 | $ 690,000 |
Interim Income Tax - Additional
Interim Income Tax - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Interim Income Tax | ||||
Effective tax rate | 0.04% | (0.32%) | (0.25%) | (0.32%) |
Statutory income tax rate | 21% | 21% | 21% | 21% |