Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
Document Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-39677 | ||
Entity Registrant Name | CONX CORP. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 85-2728630 | ||
Entity Address, Address Line One | 5701 S | ||
Entity Address, Address Line Two | Santa Fe Dr | ||
Entity Address, City or Town | Littleton | ||
Entity Address State Or Province | CO | ||
Entity Address, Postal Zip Code | 80120 | ||
City Area Code | 303 | ||
Local Phone Number | 472-1542 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 27,792,099 | ||
Entity Central Index Key | 0001823000 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York | ||
Units | |||
Document Information | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant | ||
Trading Symbol | CONXU | ||
Security Exchange Name | NASDAQ | ||
Class A common stock | |||
Document Information | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | CONX | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 2,120,269 | ||
Warrants | |||
Document Information | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Trading Symbol | CONXW | ||
Security Exchange Name | NASDAQ | ||
Class B common stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 18,750,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 8,162 | $ 1,397,296 |
Prepaid expenses | 9,166 | 23,105 |
Total current assets | 17,328 | 1,420,401 |
Cash held in trust account | 21,966,104 | 84,243,386 |
Total assets | 21,983,432 | 85,663,787 |
Current liabilities: | ||
Accounts payable | 76,826 | 19,114 |
Working capital loan - related party | 400,000 | |
Extension notes - related party | 1,708,426 | 333,935 |
Accrued expenses | 1,097,000 | 575,300 |
Accrued excise tax payable | 639,193 | |
Income taxes payable | 70,011 | 1,208,515 |
Total current liabilities | 3,991,456 | 2,136,864 |
Deferred legal fees | 275,000 | 275,000 |
Deferred underwriting fee payable | 26,250,000 | 26,250,000 |
Equity forward liability | 325,000 | |
Derivative warrant liabilities | 9,205,500 | 4,512,500 |
Total liabilities | 40,046,956 | 33,174,364 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; none issued or outstanding | ||
Accumulated deficit | (40,031,506) | (31,755,841) |
Total Stockholders' Deficit | (40,029,628) | (31,753,963) |
Total Liabilities, Class A Common Stock Subject to Redemption, and Stockholders' Deficit | 21,983,432 | 85,663,787 |
Class A common stock subject to possible redemption | ||
Current liabilities: | ||
Class A common stock subject to possible redemption, 2,090,269 shares at redemption value of $10.51 per share at December 31, 2023 and 8,348,384 shares at redemption value of $10.09 per share at December 31, 2022 | 21,966,104 | 84,243,386 |
Class A common stock not subject to possible redemption | ||
Stockholders' Deficit: | ||
Common stock | 3 | 3 |
Class B common stock | ||
Stockholders' Deficit: | ||
Common stock | $ 1,875 | $ 1,875 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Class A common stock subject to possible redemption | ||
Shares subject to possible redemption | 2,090,269 | 8,348,384 |
Redemption price per share | $ 10.51 | $ 10.09 |
Class A common stock not subject to possible redemption | ||
Common stock, shares issued | 30,000 | 30,000 |
Common stock, shares outstanding | 30,000 | 30,000 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 18,750,000 | 18,750,000 |
Common stock, shares outstanding | 18,750,000 | 18,750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 1,178,513 | $ 888,749 |
Loss from operations | (1,178,513) | (888,749) |
Other income | ||
Change in fair value of equity forward | (325,000) | |
Change in fair value of derivative warrant liabilities | (4,693,000) | 21,359,166 |
Interest income on investments held in Trust Account | 267,481 | 4,937,551 |
Total other (loss) income | (4,750,519) | 26,296,717 |
(Loss) income before income tax provision | (5,929,032) | 25,407,968 |
Income tax provision | 65,469 | 1,213,218 |
Net (loss) income | $ (5,994,501) | $ 24,194,750 |
Class A - Common stock | ||
Weighted average common shares outstanding, basic and diluted | ||
Weighted average common shares outstanding, basic | 5,047,364 | 64,226,579 |
Weighted average common shares outstanding, diluted | 5,047,364 | 64,226,579 |
Basic net (loss) income per common share | $ (0.25) | $ 0.29 |
Diluted net (loss) income per common share | $ (0.25) | $ 0.29 |
Class B - Common stock | ||
Weighted average common shares outstanding, basic and diluted | ||
Weighted average common shares outstanding, basic | 18,750,000 | 18,750,000 |
Weighted average common shares outstanding, diluted | 18,750,000 | 18,750,000 |
Basic net (loss) income per common share | $ (0.25) | $ 0.29 |
Diluted net (loss) income per common share | $ (0.25) | $ 0.29 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock Class A common stock | Common Stock Class B common stock | Accumulated Deficit | Class A common stock | Total |
Balance at the beginning at Dec. 31, 2021 | $ 3 | $ 1,875 | $ (51,793,069) | $ (51,791,191) | |
Balance at the beginning (in shares) at Dec. 31, 2021 | 30,000 | 18,750,000 | |||
Accretion adjustment | (4,157,522) | (4,157,522) | |||
Net Income (Loss) | 24,194,750 | 24,194,750 | |||
Balance at the ending at Dec. 31, 2022 | $ 3 | $ 1,875 | (31,755,841) | (31,753,963) | |
Balance at the ending (in shares) at Dec. 31, 2022 | 30,000 | 18,750,000 | |||
Forfeiture of common stock | $ 63,919,253 | ||||
Forfeiture of common stock (in shares) | 6,294,164 | ||||
Accretion adjustment | (1,641,971) | (1,641,971) | |||
Excise tax imposed on common stock redemption | (639,193) | (639,193) | |||
Net Income (Loss) | (5,994,501) | (5,994,501) | |||
Balance at the ending at Dec. 31, 2023 | $ 3 | $ 1,875 | $ (40,031,506) | $ (40,029,628) | |
Balance at the ending (in shares) at Dec. 31, 2023 | 30,000 | 18,750,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Activities: | ||
Net (loss) income | $ (5,994,501) | $ 24,194,750 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (267,481) | (4,937,551) |
Change in fair value of derivative warrant liabilities | 4,693,000 | (21,359,166) |
Change in fair value of equity forward liability | 325,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 13,938 | 46,895 |
Other receivable | 3,508 | |
Accounts payable | 57,714 | 19,114 |
Accrued expenses | 521,700 | 289,289 |
Income taxes payable | (1,138,504) | 1,195,769 |
Net cash used in operating activities | (1,789,134) | (547,392) |
Investing Activities | ||
Deposit of cash into trust account | (1,374,491) | |
Cash distributed from Trust Account | 63,919,253 | 670,774,520 |
Net cash provided by investing activities | 62,544,762 | 670,774,520 |
Financing Activities | ||
Redemptions of Class A common stock | (63,919,253) | (669,914,136) |
Cash from Working Capital Loan | 400,000 | |
Proceeds from extension notes payable | 1,374,491 | 333,935 |
Net cash used in financing activities | (62,144,762) | (669,580,201) |
Net change in cash | (1,389,134) | 646,927 |
Cash-beginning of the year | 1,397,296 | 750,369 |
Cash-end of the year | 8,162 | $ 1,397,296 |
Supplemental Cash Flow Information | ||
Cash paid for income taxes | 1,190,035 | |
Supplemental Disclosure of Non-cash Financing and Investing Activities: | ||
Excise tax liability accrued for common stock redemptions | $ 639,193 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization, Business Operations and Basis of Presentation | |
Description of Organization, Business Operations and Basis of Presentation | Note 1—Description of Organization, Business Operations and Basis of Presentation CONX Corp. (the “Company” or “we,” “our” or “us”) was incorporated in Nevada on August 26, 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 or more businesses or assets (the “Business Combination”). As of December 31, 2023, the Company had not commenced operations. All activity for the period from August 26, 2020 (inception) through December 31, 2023 relates to the Company’s initial public offering and subsequent search for a potential Business Combination target. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company’s Sponsor is nXgen Opportunities, LLC, a Colorado limited liability company (the “Sponsor”). The registration statement for the Initial Public Offering was declared effective on October 29, 2020. On November 3, 2020, the Company consummated the Initial Public Offering of 75,000,000 Units (the “Units” and the shares of Class A common stock included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $750.0 million (the “Initial Public Offering”), and incurring offering costs of approximately $42.3 million, inclusive of approximately $26.3 million in deferred underwriting commissions (see Note 5). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to our Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $17.0 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, a total of $750.0 million ($10.00 per Unit), consisting of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement, was placed in a trust account (“Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination or (ii) the distribution of the Trust Account as described below. Effective October 12, 2022, the Company converted all of its investments in the Trust Account into cash (as discussed above). On September 29, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to hold all funds in the Trust Account in an interest-bearing deposit account with a financial institution in the United States. Accordingly, following the transfer to an interest-bearing deposit account, the amount of interest income (which we are permitted to use to pay taxes and up to $100,000 of dissolution expenses) will again increase. Interest on such deposit account is currently approximately 4.5% per annum. The Company filed a Form 8-K on November 1, 2022 notifying stockholders of the approval at the meeting of stockholders held on October 31, 2022 (the “First Special Meeting”) to extend the date by which the Company was required to consummate a business combination from November 3, 2022 to June 3, 2023 (the “First Extension”). Stockholders holding 66,651,616 shares of Class A common stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $669.9 million (approximately $10.05 per share) was removed from the Trust Account to pay such redeeming holders (the “First Extension Redemptions”). In connection with the First Extension, our Sponsor agreed to advance to the Company (i) $0.02 for each public share that was not redeemed in connection with the First Special Meeting plus (ii) $0.02 for each public share that is not redeemed for each subsequent calendar month commencing on December 3, 2022, and on the third day of each subsequent month, or portion thereof, that the Company required to complete a business combination from November 3, 2022 until June 3, 2023 (such advances, the “First Extension Loans”). In connection with the First Extension, 66,651,616 shares of Class A common stock were redeemed in the First Extension Redemptions and 8,348,384 shares of Class A Common Stock were not redeemed. As a result, the aggregate monthly First Extension Loans payable by our Sponsor to us were $166,968. Our Sponsor had advanced a total of $1,168,774 to the Trust Account as of December 31, 2023. The First Extension Loans do not bear interest to our Sponsor or its designee and are repayable by us to our Sponsor or its designee upon the earlier of (i) the consummation of an initial business combination or (ii) the Company’s liquidation. Our Sponsor has waived any and all rights to the monies held in the Trust Account with respect to those First Extension Loans. At the option of our Sponsor, up to $1,500,000 of the First Extension Loans may be converted into warrants identical to the Private Placement Warrants, at $1.50 per warrant. On October 31, 2022, the Company issued a promissory note in the principal amount of up to $1,168,774 to our Sponsor (the “First Extension Note”), evidencing the Company’s indebtedness with respect to the First Extension Loans. As of December 31, 2023, the balance of the First Extension Note was $1,168,774. The Company filed a Form 8-K on June 2, 2023 notifying stockholders of the approval at the meeting of stockholders held on June 1, 2023 (the “Second Special Meeting”) to extend the date by which the Company was required to consummate a business combination from June 3, 2023 to November 3, 2023 (the “Second Extension”). Stockholders holding 5,650,122 shares of Class A common stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $57.6 million (approximately $10.19 per share) was removed from the Trust Account to pay such redeeming holders (the “Second Extension Redemptions”). In connection with the Second Extension, our Sponsor agreed to advance to us (i) On June 2, 2023, the Company issued a promissory note in the principal amount of up to $539,652 to our Sponsor (the “Second Extension Note”), evidencing our indebtedness with respect to the Second Extension Loans. As of December 31, 2023, the balance of the Second Extension Note was $539,652. The Company filed a Form 8-K on November 8, 2023 notifying stockholders of the approval at the meeting of stockholders held on November 3, 2023 (the “Third Special Meeting”) to extend the date by which the Company must consummate a business combination from November 3, 2023 to May 3, 2024 (the “Third Extension”). In connection with the Third Extension, stockholders holding 607,993 shares of Class A common stock (after giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $6.3 million (approximately $10.42 per share) was removed from the Trust Account to pay such redeeming holders. The Third Extension will provide the Company with additional time to complete a business combination. On March 1, 2023, our Sponsor agreed to loan the Company an aggregate of up to $250,000 for working capital purposes. The Company issued a promissory note to our Sponsor to evidence the loan. On November 2, 2023, the Company issued an amended and restated promissory note (the “Restated Note”) in the principal amount of up to $550,000 to the Sponsor. The Restated Note amends, restates, replaces and supersedes that certain promissory note dated March 1, 2023, in the principal amount of $250,000. The Restated Note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The Restated Note will be repaid only to the extent that the Company has funds available to it outside of its Trust Account established in connection with its Initial Public Offering. As of December 31, 2023, the Company had borrowed $400,000 under the Restated Note. Under the terms of the promissory note, this working capital loan is not convertible into warrants. 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 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 one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by any deferred underwriting commissions (as discussed in Note 5). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, “Distinguishing Liabilities From Equity”, redemption provisions not solely within the control of the Company require common stock subject to possible redemption to be classified outside of permanent equity. The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. In connection with a Business Combination, the Company will not redeem the Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the shares granted to them as compensation (the “Independent Director Shares”) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination. The Articles of Incorporation provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Our Sponsor, Messrs. Charles W. Ergen and Jason Kiser (the “initial stockholders”) have agreed not to propose an amendment to the Articles of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination by May 3, 2024, as extended (the “Combination Period”) or with respect to any other material provisions 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. If the Company is unable to complete a Business Combination by the end of 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 The initial stockholders and independent directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Independent Director Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders or independent directors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, our Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective targets or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Going Concern Subsequent to the consummation of the Initial Public Offering and Private Placement, the Company’s liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). As of December 31, 2023, the Company had borrowed $400,000 under the Working Capital Loans. The Company will be required to liquidate and dissolve if the Business Combination is not completed by the end of the Combination Period. Management intends to seek additional financing to the extent current funds are insufficient to meet the Company’s working capital needs until completion of a Business Combination or mandatory liquidation. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these financial statements if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date. Consideration of Inflation Reduction Act Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is generally 1% of any positive difference between the fair market value of any shares repurchased by the repurchasing corporation during a taxable year and the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, this excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates in a liquidation to which Section 331 of the Internal Revenue Code (“Code”) applies (so long as Section 332(a) of the Code also does not apply), distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation is made are not subject to the excise tax. Consequently, we would not expect the 1% excise tax to apply if there is a complete liquidation of the Company under Section 331 of the Code. Any excise tax that may be imposed on any redemption or other repurchase effected by us, in connection with a business combination, extension vote or otherwise, would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A Common Stock or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. The Company does not intend to use the proceeds placed in the Trust Account to pay excise taxes or other fees or taxes similar in nature (if any) that may be imposed on the Company pursuant to any current, pending or future rules or laws, including any excise tax due imposed under the IR Act on any redemptions in connection with the Extension or a business combination by the Company. During the year ended December 31, 2023, holders of 6,294,164 shares of Class A common stock exercised their right to redeem their shares for an aggregate redemption amount of $63,919,253. As a result, the Company has accrued for and recorded a 1% excise tax liability in the amount of $639,193 on the Balance Sheet as of December 31, 2023 (see Note 5). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies 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 limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the Balance Sheets, except for the public and private placement warrants. See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis. Derivative Financial Instruments The Company evaluated the Public and Private Warrants and the Equity Forward as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The Company’s Public and Private Warrants derivative instruments are recorded at fair value as of the Initial Public Offering (November 3, 2020) and re-valued at each reporting date, with changes in the fair value reported in the Statements of Operations. Derivative assets and liabilities are classified on the Balance Sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the Balance Sheet date. The Company has determined the Warrants are a derivative instrument. As the Warrants meet the definition of a derivative the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurements and Disclosures,” with changes in fair value recognized in the Statements of Operations in the period of change. The Equity Forward is a liability classified instrument in accordance with ASC 480 because the underlying instrument contains a contingent redemption feature. The Equity Forward was recorded at fair value on the date of issuance and re-valued at each reporting period, with changes in the fair value reported in the Statements of Operations. The Equity Forward is classified on the Balance Sheets as current or non-current based on whether or not the contingent redemption feature could be required within 12 months of the Balance Sheet date. Investments and Cash Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which had been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company. Investments held in the Trust Account were classified as trading securities and presented on the Balance Sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account were included in interest income on investments held in Trust Account in the accompanying Statements of Operations. Effective October 12, 2022, the Company converted all of its investments in the Trust Account into cash, which remained in the Trust Account. On September 29, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to hold all funds in the Trust Account in an interest-bearing deposit account with a financial institution in the United States. Accordingly, following the transfer to an interest-bearing deposit account, the amount of interest income (which we are permitted to use to pay our taxes and up to $100,000 of dissolution expenses) will again increase. Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable rate, and we cannot assure you that such rate will not decrease or increase significantly. Use of Estimates The preparation of financial statements in conformity with U.S. 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 and the reported amounts of revenues and expenses during the reporting period. The determination of the fair value of the warrant liabilities is a significant accounting estimate included in these financial statements. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and no cash equivalents held outside the Trust Account as of December 31, 2022. Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses or income in the Statements of Operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Common Stock Subject to Possible Redemption The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering 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) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Articles of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the Independent Director Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination. Effective October 31, 2022, the redemption amount was increased (i) $0.02 for each public share that was not redeemed as of October 31, 2022, plus (ii) $0.02 for each public share that is not redeemed for each subsequent calendar month commencing on December 3, 2022, and on the third day of each subsequent month, or portion thereof, that we required to complete a business combination from November 3, 2022 until June 3, 2023. Each additional contribution was deposited in the Trust Account on or before the third day of such calendar month. Our Sponsor agreed to advance such amounts through the First Extension Note (see Note 4). Effective June 2, 2023, the redemption amount was increased (i) $0.04 for each public share that was not redeemed as of June 2, 2023, plus (ii) $0.04 for each public share that is not redeemed for each subsequent calendar month commencing on July 3, 2023, and on the third day of each subsequent month, or portion thereof, that is required to complete a Business Combination from June 3, 2023 until November 3, 2023. Each additional contribution was deposited in the Trust Account on or before the third day of such calendar month. Our Sponsor agreed to advance such amounts through the Second Extension Note (see Note 4). The Articles of Incorporation provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). Net (loss) income Per Share of Common Stock Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding for the period. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. When calculating its diluted net (loss) income per share, the Company has not considered the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. The calculation excludes 18,750,000 Public Warrants, 11,333,333 Private Placement Warrants, and any Private Placement Warrants that would be issued as a result of the conversion of advances from the First Extension Note and Second Extension Note (see Note 4) into warrants. 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (1,271,419) $ (4,723,082) $ 18,727,526 $ 5,467,224 Denominator: Basic and diluted weighted average shares outstanding 5,047,364 18,750,000 64,226,579 18,750,000 Basic and diluted net (loss) income per share $ (0.25) $ (0.25) $ 0.29 $ 0.29 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of December 31, 2023 and 2022. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The following is a summary of the Company’s net deferred tax asset (liability): December 31, December 31, Deferred tax asset (liability) 2023 2022 Startup and organizational costs $ 394,830 $ 234,069 Accrued expenses 268,502 140,810 Total deferred tax asset (liability) 663,332 374,879 Valuation allowance (663,332) (374,879) Deferred tax asset (liability), net of allowance $ — $ — The income tax provision consists of the following: For the Years Ended December 31, December 31, 2023 2022 Federal Current expense $ 65,469 $ 995,966 Deferred benefit (expense) 247,488 220,738 State and Local Current — 217,252 Deferred 40,965 55,054 Change in valuation allowance (288,453) (275,792) Income tax provision $ 65,469 $ 1,213,218 A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the years ended December 31, 2023 and 2022: 2023 2022 Statutory federal income tax rate (benefit) 21.0 % 21.0 % Change in fair value of derivative warrant liabilities and equity forward (17.6) % (17.7) % Change in valuation allowance (4.1) % 0.7 % Income tax expense (0.7) % 4.0 % Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering On November 3, 2020, the Company consummated the Initial Public Offering of 75,000,000 Units at $10.00 per Unit, generating gross proceeds of $750.0 million, and incurring offering costs of approximately $42.3 million, inclusive of approximately $26.3 million in deferred underwriting commissions. Each Unit consists of one share of Class A common stock, par value $0.0001 per share, and one |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On August 28, 2020, Charles W. Ergen (the “Founder”) purchased an aggregate of 28,750,000 shares of the Company’s Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.001 per share and transferred 2,875,000 Founder Shares to Jason Kiser, the Company’s Chief Executive Officer, for approximately the same per-share price initially paid by the Founder. On October 21, 2020, the Founder and Mr. Kiser contributed their Founder Shares to our Sponsor, in return for proportionate equity interests, resulting in our Sponsor holding 28,750,000 Founder Shares. On October 23, 2020, our Sponsor forfeited 7,187,500 Founder Shares, resulting in our Sponsor holding 21,562,500 Founder Shares. All share and per share amounts have been restated to reflect the forfeited shares. On December 14, 2020, as a result of the underwriters not exercising the over-allotment option, our Sponsor forfeited 2,812,500 Founder Shares, resulting in our Sponsor holding 18,750,000 Founder Shares. On October 23, 2020, the Company granted 10,000 Independent Director Shares to Gerald Gorman, and on January 27, 2021, the Company granted 10,000 Independent Director Shares to Adrian Steckel. On October 29, 2021, Mr. David K. Moskowitz was appointed as a new director to the board of directors of the Company and was granted 10,000 Independent Director Shares. Subscription Agreement On November 1, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the Founder (the “Subscriber”). Pursuant to the Subscription Agreement, the Subscriber agreed, subject to the closing of the Company’s initial business combination, to purchase, and the Company agreed to issue and sell to the Subscriber, 17,391,300 shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at an aggregate purchase price of approximately $200 million, or $11.50 per share (the “Equity Forward Transaction” or “Equity Forward”). The closing of the Equity Forward Transaction is contingent upon, and is expected to occur substantially concurrently with, the consummation of the Company’s initial business combination. In connection with the closing of the Equity Forward Transaction, the Company will file a Certificate of Designation for the Preferred Stock in substantially the form attached as an exhibit to the Subscription Agreement (the “Certificate of Designation”) with the Secretary of State of the State of Nevada setting forth the terms, rights, obligations and preferences of the Preferred Stock. Pursuant to the Certificate of Designation, on the tenth trading day following the date on which the volume-weighted average price for the Company’s common stock over any twenty thirty If the Preferred Stock has not earlier been converted, the Company will redeem each Preferred Share after the date that is the fifth anniversary of the closing of the Company’s initial business combination, on not less than 10 nor more than 20 days prior notice, in cash at a price equal to $11.50 per share, subject to certain customary adjustments. The Preferred Stock will entitle Subscriber to receive dividends equal to and in the same form as dividends actually paid on shares of the Company’s common stock, in each case, on an as-converted basis. The Preferred Stock will not have voting rights. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (i) 180 days after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Upon filing the Certificate of Designation, the Series A Convertible Preferred Stock will provide for a mandatory redemption at $11.50 that is five years from the date of issuance, unless converted to Class A common stock at an earlier date. This redemption feature requires the financial instrument to be liability classified and reported at fair value for each reporting period, which is reported as Equity Forward in the Balance Sheet as of December 31, 2023. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 11,333,333 Private Placement Warrants to our Sponsor, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $17.0 million. Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to our Sponsor was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by our Sponsor or its permitted transferees. Our Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans IPO Expense Loan On August 28, 2020, the Founder agreed to loan the Company an aggregate of up to $1,000,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). Prior to November 3, 2020, the Company borrowed $373,000 under the Note. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the completion of the Initial Public Offering. The loan was repaid upon the closing of the Initial Public Offering out of the offering proceeds. No future borrowings are permitted. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our 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”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On March 1, 2023, our Sponsor agreed to loan the Company an aggregate of up to $250,000 for working capital purposes. The Company issued a promissory note to our Sponsor to evidence the loan. On November 2, 2023, the Company issued an amended and restated promissory note (the “Restated Note”) in the principal amount of up to $550,000 to the Sponsor. The Restated Note amends, restates, replaces and supersedes that certain promissory note dated March 1, 2023, in the principal amount of $250,000. The Restated Note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The Restated Note will be repaid only to the extent that the Company has funds available to it outside of its Trust Account established in connection with its Initial Public Offering. As of December 31, 2023, the Company had borrowed $400,000 under the Restated Note. Under the terms of the promissory note, this working capital loan is not convertible into warrants. First Extension Note On October 31, 2022, our Sponsor agreed to loan the Company an aggregate of up to $1,168,774 for making payments into the Trust Account to extend the period for which the Company has to complete and Initial Business Combination. This loan is non-interest bearing, unsecured and due at the earlier of the date of the Initial Business Combination or the liquidation of the Company. Sponsor may elect to convert up to $1,500,000 of the unpaid principal balance of this Note into that number of warrants, each whole warrant exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company (the “First Extension Conversion Warrants”), equal to the principal amount of the note payable so converted divided by $1.50. The First Extension Conversion Warrants shall be identical to the Private Placement warrants issued by the Company in a private placement that took place immediately prior to the closing of the Initial Public Offering. Amounts outstanding under this note as of December 31, 2023 and 2022 were $1,168,774 and $333,935, respectively. The Extension Notes - related party contain an embedded conversion feature that is not clearly and closely related to the debt agreement, which requires bifurcation and reporting at fair value. Due to the conversion feature being out of the money at inception and as of each reporting period, the value of the embedded conversion option is immaterial. Second Extension Note On June 2, 2023, our Sponsor agreed to loan the Company an aggregate of up to $539,652 for making payments into the Trust Account to extend the period for which the Company has to complete and Initial Business Combination. This loan is noninterest bearing, unsecured and due at the earlier of the date of the Initial Business Combination or the liquidation of the Company. Sponsor may elect to convert up to $300,000 of the unpaid principal balance of this Note into that number of warrants, each whole warrant exercisable for one share of Class A common stock, $0.0001 par value per share, of the Company (the “Second Extension Conversion Warrants”), equal to the principal amount of the note payable so converted divided by $1.50. The Second Extension Conversion Warrants shall be identical to the Private Placement warrants issued by the Company in a private placement that took place immediately prior to the closing of the Initial Public Offering. As of December 31, 2023, the balance under the Second Extension Note was $539,652. The Extension Notes - related party contain an embedded conversion feature that is not clearly and closely related to the debt agreement, which requires bifurcation and reporting at fair value. Due to the conversion feature being out of the money at inception and as of each reporting period, the value of the embedded conversion option is immaterial. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 5—Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, Independent Director Shares and warrants that may be issued upon conversion of Working Capital Loans, if any (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and stockholder rights agreement signed at the effective date of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration and stockholder rights agreement neither provides for any maximum cash penalties nor any penalties connected with delays in registering the Company’s common stock. Underwriting Agreement The underwriters received an underwriting discount of $0.20 per unit, or $15,000,000 in the aggregate, upon the closing of the Initial Public Offering. $0.35 per unit, or $26,250,000 in the aggregate was payable to the underwriters for deferred underwriting commissions (which deferred underwriting commission was waived by the underwriters subsequent to the Balance Sheet date, see Note 9). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Excise Tax During the period ended December 31, 2023, holders of 6,294,164 shares of Class A common stock exercised their right to redeem their shares for an aggregate redemption amount of $63,919,253. As a result, the Company has accrued for and recorded a 1% excise tax liability in the amount of $639,193 on the Balance Sheet as of December 31, 2023. The liability does not impact the statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. Deferred Legal Fees The Company obtained legal advisory services in connection with the Initial Public Offering and agreed to pay approximately $275,000 of such fees upon the consummation of the initial Business Combination, which was recorded as deferred legal fees in the Balance Sheets as of December 31, 2023 and 2022. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Deficit | |
Stockholders' Deficit | Note 6—Stockholders’ Equity Deficit Class A Common Stock outstanding 30,000 shares were Independent Director Shares and not subject to redemption). As of December 31, 2022, there were 8,378,414 shares of Class A common stock issued and outstanding On October 23, 2020, the Company granted 10,000 Independent Director Shares to Gerald Gorman, and on January 27, 2021, the Company granted 10,000 Independent Director Shares to Adrian Steckel. On October 29, 2021, Mr. David K. Moskowitz was appointed as a new director to the board of directors of the Company and was granted 10,000 Independent Director Shares. The Independent Director Shares will vest on the date of the consummation of a Business Combination, subject to continued service on the Company’s board of directors until that date. The Company’s independent directors have entered or, in the case of independent directors subsequently appointed, will enter into a letter agreement with the Company pursuant to which they will be subject to the same transfer restrictions and waivers as the Company’s initial stockholders, Sponsor, officers and directors with respect to their Founder Shares, as discussed in Note 1 and Note 4. The sale of the Independent Director Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Independent Director Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Independent Director Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Independent Director Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Independent Director Shares. Class B Common Stock Holders of record of Class A common stock and holders of record of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of stock entitling the holder to one vote, except as required by law or stock exchange rule, and except that prior to the Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of a Business Combination, holders of two The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of the shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (excluding Independent Director Shares and after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to our Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Preferred Stock |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Warrants | Note 7—Warrants As of December 31, 2023 and 2022, the Company had 18,750,000 Public Warrants and 11,333,333 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless” basis, and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A common stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the 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, the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by our Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than our Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption; and ● if, and only if, the last sales price (the “closing price”) of the Class A common stock equals or exceeds $18.00 per share on each of 20 trading days within the 30 - trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. In addition, the Company may call the Public Warrants for redemption: ● in whole and not in part; ● at $0.10 per warrant provided that holders will be able to exercise their warrants, but only on a cashless basis, prior to redemption and receive a certain number of shares of Class A common stock, based on the fair market value of the Class A common stock; ● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share for any 20 trading days within the 30 - trading day period ending three trading days before the notice of redemption is sent to the warrant holders; and ● if the closing price of Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders is less than $18.00 per share, the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8—Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. The following tables present information about the Company’s assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Significant deviations from these estimates and inputs could result in a material change in fair value. Description Level December 31, 2023 Liabilities: Private Placement Warrants 2 $ 3,468,000 Public Warrants 1 $ 5,737,500 Equity Forward 3 $ 325,000 Description Level December 31, 2022 Liabilities: Private Placement Warrants 2 $ 1,700,000 Public Warrants 1 $ 2,812,500 Warrant Liabilities As of December 31, 2023 and 2022, the Company’s derivative warrant liability was valued at $9,205,500 and $4,512,500, respectively. The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within derivative warrant liabilities on the Balance Sheets. The derivative warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative warrant liabilities in the Statements of Operations. Equity Forward Measurement – Warrants The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2023 and 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker CONXW. As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement Warrants are classified as Level 2. The following table presents the changes in the fair value of derivative warrant liabilities during the years ended December 31, 2023 and 2022: Aggregate Private Public Warrant Warrants Warrants Liability Fair value as of December 31, 2022 $ 1,700,000 $ 2,812,500 $ 4,512,500 Change in fair value 1,768,000 2,925,000 4,693,000 Fair value as of December 31, 2023 $ 3,468,000 $ 5,737,500 $ 9,205,500 Measurement – Equity Forward The Equity Forward is measured at fair value on a recurring basis. The subsequent measurement of the Equity Forward as of December 31, 2023 is classified as Level 3 due to unobservable inputs that are supported by little or no market activity that are significant to the fair value of the liability. Equity Forward Fair value as of December 31, 2022 $ — Fair value at inception, November 1, 2023 325,000 Change in fair value — Fair value as of December 31, 2023 $ 325,000 The Equity Forward was valued as follows: Valuation Technique Unobservable Input Amount Monte Carlo simulation Volatility 27 % Credit adjusted discount rate 35 % Transaction probability 4 % Extension Notes – Related party The Extension Notes - related party contain an embedded conversion feature that is not clearly and closely related to the debt agreement, which requires bifurcation and reporting at fair value. Due to the conversion feature being out of the money at inception and as of each reporting period, the value of the embedded conversion option is immaterial. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 9—Subsequent Events The Company evaluated events that have occurred after the Balance Sheet date through March 28, 2024, the date on which the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except as described below. On March 10, 2024, the Company entered into a definitive purchase and sale agreement with EchoStar Real Estate Holding L.L.C., a subsidiary of EchoStar Corporation, which provides for our purchase from the Seller of the commercial real estate property in Littleton, Colorado, comprising the corporate headquarters of DISH Wireless, for a purchase price of $26.75 million (such transaction, the “Transaction”). The Transaction has been structured to qualify as an asset acquisition that will meet the requirements of a “Business Combination”, as that term is defined in our Amended and Restated Articles of Incorporation (as amended from time to time, the “Articles”). Accordingly, in connection with the consummation of the Transaction, the Company will provide all holders of shares of its Class A common stock, par value of $0.0001 per, purchased in the Company’s initial public offering, the opportunity to have such shares redeemed pursuant to, and subject to the limitations of, the provisions of the Articles. On March 22, 2024, CONX received a letter from Deutsche Bank Securities Inc. (“DBSI”) whereby DBSI waived its entitlement to any portion of the deferred underwriting fee due to it pursuant to that certain underwriting agreement, dated October 29, 2020, entered into in connection with the Initial Public Offering by and between CONX and DBSI. Furthermore, DBSI disclaimed any responsibility for any portion of any registration statement or proxy statement, as applicable, that may be filed by the Company or any of its affiliates in connection with the Transaction. On March 25, 2024, the Company issued an amended and restated promissory note (the “Second Restated Note”) to the Sponsor. The Second Restated Note amends, restates, replaces and supersedes the Restated Note to increase the principal amount available for borrowings thereunder from up to $550,000 to up to $900,000. As of March 28, 2024, the Company had borrowed $900,000 under the Second Restated Note. On March 25, 2024, the Company waived the lock-up restrictions set forth in Section 7(a) of that certain letter agreement among the Company, the Sponsor, and the other initial stockholders with respect to 9,375,000 Founder Shares held by the Sponsor, which will allow the Sponsor to transfer any or all of such shares without regard to such restrictions after the completion of our initial business combination, subject to restrictions under applicable securities laws. On March 25, 2024, the Company and the Subscriber entered into an amendment to the Subscription Agreement amending the terms of the Preferred Stock issuable thereunder contingent upon, and substantially concurrently with, the consummation of the Transaction, to provide that (i) the issuance of shares of the Company’s common stock on conversion of the Preferred Stock will be subject to prior approval of the Company’s shareholders to the extent (and only to the extent) that such conversion would require stockholder approval under Nasdaq Rule 5635, and (ii) at any time and from time to time following the issuance of the Preferred Stock, the Company may redeem the Preferred Stock in whole or in part, at the option of the Company, at a price equal to $11.50 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
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 limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the Balance Sheets, except for the public and private placement warrants. See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluated the Public and Private Warrants and the Equity Forward as either equity-classified or liability-classified instruments based on an assessment of the warrants’ specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The Company’s Public and Private Warrants derivative instruments are recorded at fair value as of the Initial Public Offering (November 3, 2020) and re-valued at each reporting date, with changes in the fair value reported in the Statements of Operations. Derivative assets and liabilities are classified on the Balance Sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the Balance Sheet date. The Company has determined the Warrants are a derivative instrument. As the Warrants meet the definition of a derivative the Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “Fair Value Measurements and Disclosures,” with changes in fair value recognized in the Statements of Operations in the period of change. The Equity Forward is a liability classified instrument in accordance with ASC 480 because the underlying instrument contains a contingent redemption feature. The Equity Forward was recorded at fair value on the date of issuance and re-valued at each reporting period, with changes in the fair value reported in the Statements of Operations. The Equity Forward is classified on the Balance Sheets as current or non-current based on whether or not the contingent redemption feature could be required within 12 months of the Balance Sheet date. |
Investments and Cash Held in Trust Account | Investments and Cash Held in Trust Account Upon the closing of the Initial Public Offering and the Private Placement, the Company was required to place net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement in a Trust Account, which had been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by management of the Company. Investments held in the Trust Account were classified as trading securities and presented on the Balance Sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account were included in interest income on investments held in Trust Account in the accompanying Statements of Operations. Effective October 12, 2022, the Company converted all of its investments in the Trust Account into cash, which remained in the Trust Account. On September 29, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to hold all funds in the Trust Account in an interest-bearing deposit account with a financial institution in the United States. Accordingly, following the transfer to an interest-bearing deposit account, the amount of interest income (which we are permitted to use to pay our taxes and up to $100,000 of dissolution expenses) will again increase. Interest on such deposit account is currently approximately 4.5% per annum, but such deposit account carries a variable rate, and we cannot assure you that such rate will not decrease or increase significantly. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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 and the reported amounts of revenues and expenses during the reporting period. The determination of the fair value of the warrant liabilities is a significant accounting estimate included in these financial statements. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 and no cash equivalents held outside the Trust Account as of December 31, 2022. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses or income in the Statements of Operations. Offering costs associated with the Class A common stock were charged against the carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company will provide holders of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share, sold in the Initial Public Offering 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) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account. The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Articles of Incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders have agreed to vote their Founder Shares (as defined below in Note 4), the independent directors have agreed to vote the Independent Director Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders and independent directors have agreed to waive their redemption rights with respect to their Founder Shares, the Independent Director Shares and Public Shares in connection with the completion of a Business Combination. Effective October 31, 2022, the redemption amount was increased (i) $0.02 for each public share that was not redeemed as of October 31, 2022, plus (ii) $0.02 for each public share that is not redeemed for each subsequent calendar month commencing on December 3, 2022, and on the third day of each subsequent month, or portion thereof, that we required to complete a business combination from November 3, 2022 until June 3, 2023. Each additional contribution was deposited in the Trust Account on or before the third day of such calendar month. Our Sponsor agreed to advance such amounts through the First Extension Note (see Note 4). Effective June 2, 2023, the redemption amount was increased (i) $0.04 for each public share that was not redeemed as of June 2, 2023, plus (ii) $0.04 for each public share that is not redeemed for each subsequent calendar month commencing on July 3, 2023, and on the third day of each subsequent month, or portion thereof, that is required to complete a Business Combination from June 3, 2023 until November 3, 2023. Each additional contribution was deposited in the Trust Account on or before the third day of such calendar month. Our Sponsor agreed to advance such amounts through the Second Extension Note (see Note 4). The Articles of Incorporation provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). |
Net Income (Loss) Per Share of Common Stock | Net (loss) income Per Share of Common Stock Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding for the period. Income and losses are shared pro rata between the two classes of shares. Accretion associated with the Class A common stock subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value. When calculating its diluted net (loss) income per share, the Company has not considered the effect of the Warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the Warrants is contingent upon the occurrence of future events. The calculation excludes 18,750,000 Public Warrants, 11,333,333 Private Placement Warrants, and any Private Placement Warrants that would be issued as a result of the conversion of advances from the First Extension Note and Second Extension Note (see Note 4) into warrants. 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (1,271,419) $ (4,723,082) $ 18,727,526 $ 5,467,224 Denominator: Basic and diluted weighted average shares outstanding 5,047,364 18,750,000 64,226,579 18,750,000 Basic and diluted net (loss) income per share $ (0.25) $ (0.25) $ 0.29 $ 0.29 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were deemed de minimis as of December 31, 2023 and 2022. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. The following is a summary of the Company’s net deferred tax asset (liability): December 31, December 31, Deferred tax asset (liability) 2023 2022 Startup and organizational costs $ 394,830 $ 234,069 Accrued expenses 268,502 140,810 Total deferred tax asset (liability) 663,332 374,879 Valuation allowance (663,332) (374,879) Deferred tax asset (liability), net of allowance $ — $ — The income tax provision consists of the following: For the Years Ended December 31, December 31, 2023 2022 Federal Current expense $ 65,469 $ 995,966 Deferred benefit (expense) 247,488 220,738 State and Local Current — 217,252 Deferred 40,965 55,054 Change in valuation allowance (288,453) (275,792) Income tax provision $ 65,469 $ 1,213,218 A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the years ended December 31, 2023 and 2022: 2023 2022 Statutory federal income tax rate (benefit) 21.0 % 21.0 % Change in fair value of derivative warrant liabilities and equity forward (17.6) % (17.7) % Change in valuation allowance (4.1) % 0.7 % Income tax expense (0.7) % 4.0 % |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of basic and diluted net income (loss) per share of common stock | 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income $ (1,271,419) $ (4,723,082) $ 18,727,526 $ 5,467,224 Denominator: Basic and diluted weighted average shares outstanding 5,047,364 18,750,000 64,226,579 18,750,000 Basic and diluted net (loss) income per share $ (0.25) $ (0.25) $ 0.29 $ 0.29 |
Summary of Company's net deferred tax asset (liability) | December 31, December 31, Deferred tax asset (liability) 2023 2022 Startup and organizational costs $ 394,830 $ 234,069 Accrued expenses 268,502 140,810 Total deferred tax asset (liability) 663,332 374,879 Valuation allowance (663,332) (374,879) Deferred tax asset (liability), net of allowance $ — $ — |
Schedule of components of Company's income tax provision | For the Years Ended December 31, December 31, 2023 2022 Federal Current expense $ 65,469 $ 995,966 Deferred benefit (expense) 247,488 220,738 State and Local Current — 217,252 Deferred 40,965 55,054 Change in valuation allowance (288,453) (275,792) Income tax provision $ 65,469 $ 1,213,218 |
Schedule of reconciliation of the statutory federal income tax rate to the Company's effective tax rate | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows for the years ended December 31, 2023 and 2022: 2023 2022 Statutory federal income tax rate (benefit) 21.0 % 21.0 % Change in fair value of derivative warrant liabilities and equity forward (17.6) % (17.7) % Change in valuation allowance (4.1) % 0.7 % Income tax expense (0.7) % 4.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of Company's liabilities that were accounted for at fair value on a recurring basis | Description Level December 31, 2023 Liabilities: Private Placement Warrants 2 $ 3,468,000 Public Warrants 1 $ 5,737,500 Equity Forward 3 $ 325,000 Description Level December 31, 2022 Liabilities: Private Placement Warrants 2 $ 1,700,000 Public Warrants 1 $ 2,812,500 |
Schedule of changes in fair value of warrant liabilities | Aggregate Private Public Warrant Warrants Warrants Liability Fair value as of December 31, 2022 $ 1,700,000 $ 2,812,500 $ 4,512,500 Change in fair value 1,768,000 2,925,000 4,693,000 Fair value as of December 31, 2023 $ 3,468,000 $ 5,737,500 $ 9,205,500 |
Schedule of changes in fair value of equity forward | Equity Forward Fair value as of December 31, 2022 $ — Fair value at inception, November 1, 2023 325,000 Change in fair value — Fair value as of December 31, 2023 $ 325,000 |
Schedule of change in fair value valuation technique of equity forward | Valuation Technique Unobservable Input Amount Monte Carlo simulation Volatility 27 % Credit adjusted discount rate 35 % Transaction probability 4 % |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) | 12 Months Ended | ||||||||||
Nov. 08, 2023 USD ($) $ / shares shares | Sep. 29, 2023 USD ($) | Jun. 01, 2023 USD ($) $ / shares shares | Mar. 01, 2023 USD ($) | Oct. 31, 2022 USD ($) $ / shares shares | Nov. 03, 2020 USD ($) $ / shares shares | Aug. 28, 2020 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) item $ / shares shares | Nov. 02, 2023 USD ($) | Jun. 02, 2023 USD ($) $ / shares | Dec. 31, 2022 $ / shares shares | |
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Condition for future business combination number of businesses minimum | item | 1 | ||||||||||
Interest rate on deposits | 4.50% | ||||||||||
Deferred underwriting commissions | $ 26,250,000 | ||||||||||
Investment maturity period | 185 days | ||||||||||
Share price | $ / shares | $ 10 | ||||||||||
Percentage of business fair market value to net assets held in trust account | 80% | ||||||||||
Minimum voting interest ownership of post-transaction company to effect business combination (as a percent) | 50% | ||||||||||
Minimum net tangible assets upon consummation of business combination | $ 5,000,001 | ||||||||||
Minimum percentage of shares that can be redeemed without prior consent of the company | 15% | ||||||||||
Percentage of shares of stock the company is obligated to redeem without consummating a business combination | 100% | ||||||||||
Threshold trading days to redeem the shares | 10 days | ||||||||||
Initial redemption price after business combination (in dollar per share) | $ / shares | $ 10 | ||||||||||
Excise tax liability | $ 639,193 | ||||||||||
Maximum | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Interest to pay dissolution expenses | $ 100,000 | 100,000 | |||||||||
Sponsor | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.50 | ||||||||||
Stock redeemed | shares | 5,650,122 | ||||||||||
Maximum aggregate amount of loan | $ 250,000 | ||||||||||
Agreed advance for each public share that is not redeemed | $ / shares | $ 0.04 | $ 0.02 | |||||||||
Aggregate monthly extension loans payable | $ 166,968 | ||||||||||
Agreed advance for each public share that is not redeemed require to complete business combination | $ / shares | $ 0.04 | $ 0.02 | |||||||||
Sponsor | Notes Payable, Other Payables | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Principal amount | 250,000 | $ 550,000 | |||||||||
Long-term debt borrowed | $ 400,000 | ||||||||||
Sponsor | Maximum | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Aggregate monthly extension loans payable | $ 107,930 | ||||||||||
Maximum loan may be converted into warrants at the option of sponsor | $ 1,500,000 | ||||||||||
Sponsor | Promissory note | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Stock not redeemed | shares | 2,698,262 | ||||||||||
Principal amount | 1,168,774 | $ 539,652 | |||||||||
Current balance of the extension note | $ 1,168,774 | 539,652 | |||||||||
Sponsor | Promissory Note First Extension | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Advance to trust account | 1,168,774 | ||||||||||
Sponsor | Promissory Note Second Extension | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Advance to trust account | 539,652 | ||||||||||
Working Capital Loans | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Amount of loans outstanding | $ 400,000 | ||||||||||
Class A common stock | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||||||
Stock redeemed | shares | 6,294,164 | ||||||||||
Value of shares redeemed | $ 63,919,253 | ||||||||||
Redemption price per share | $ / shares | $ 10.19 | $ 10.05 | |||||||||
Amount withdrawn from trust account to pay redeeming holders | $ 57,600,000 | $ 669,900,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Number of shares redeemed | shares | 6,294,164 | ||||||||||
Aggregate redemption amount | $ 63,919,253 | ||||||||||
Class A common stock | Subscription Agreement | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Stock redeemed | shares | 607,993 | ||||||||||
Common stock, redemption price per share | $ / shares | $ 10.42 | ||||||||||
Value of shares redeemed | $ 6,300,000 | ||||||||||
Class A common stock | Maximum | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Share price | $ / shares | $ 9.20 | ||||||||||
Class A common stock | Sponsor | Promissory note | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Number of share of common stock in each whole warrant | shares | 1 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Class A common stock were redeemed in Extension Redemptions | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Stock redeemed | shares | 5,650,122 | 66,651,616 | |||||||||
Class A common stock not subject to possible redemption | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Stock not redeemed | shares | 8,348,384 | 30,000 | 30,000 | ||||||||
IPO and Private Placement | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Gross proceeds | $ 750,000,000 | ||||||||||
Share price | $ / shares | $ 10 | ||||||||||
IPO | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Number of units issued | shares | 75,000,000 | ||||||||||
Unit price | $ / shares | $ 10 | ||||||||||
Gross proceeds | $ 750,000,000 | ||||||||||
Deferred offering costs paid | 42,300,000 | ||||||||||
Deferred underwriting commissions | $ 26,300,000 | ||||||||||
Private Placement | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Number of shares issuable per warrant (in shares) | shares | 11,333,333 | ||||||||||
Number of share of common stock in each whole warrant | shares | 1 | ||||||||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | ||||||||||
Proceeds from issuance of warrants | $ 17,000,000 | ||||||||||
Private Placement | Sponsor | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.50 | ||||||||||
Private Placement | Sponsor | Maximum | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Maximum loan may be converted into warrants at the option of sponsor | $ 300,000 | ||||||||||
Private Placement | Class A common stock | |||||||||||
Description of Organization, Business Operations and Basis of Presentation | |||||||||||
Number of share of common stock in each whole warrant | shares | 1 | 1 | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | ||||||||||
Price of warrants (in dollars per share) | $ / shares | $ 1.50 | ||||||||||
Proceeds from issuance of warrants | $ 17,000,000 | ||||||||||
Share price | $ / shares | $ 11.50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||
Sep. 29, 2023 | Dec. 31, 2023 | Jun. 02, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | |
Summary of Significant Accounting Policies | |||||
Investment maturity period | 185 days | ||||
Interest rate on deposits | 4.50% | ||||
Cash equivalents | $ 0 | $ 0 | |||
Minimum percentage of shares that can be redeemed without prior consent of the Company | 15% | ||||
Unrecognized tax benefits | $ 0 | ||||
Amount accrued for payment of interest and penalties | 0 | $ 0 | |||
Maximum | |||||
Summary of Significant Accounting Policies | |||||
Interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||
Public Warrants | |||||
Summary of Significant Accounting Policies | |||||
Common stock, par value (in dollars per share) | $ 0.04 | $ 0.02 | |||
Warrants issued, excluded from per share, amount | 18,750,000 | ||||
Private Placement Warrants | |||||
Summary of Significant Accounting Policies | |||||
Warrants issued, excluded from per share, amount | 11,333,333 | ||||
Class A common stock | |||||
Summary of Significant Accounting Policies | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Income (Loss) Per Share of Common Stock (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A common stock | |||
Summary of Significant Accounting Policies | |||
Allocation of net income (loss) | $ (1,271,419) | $ 18,727,526 | |
Weighted average common shares outstanding, basic | 5,047,364 | 64,226,579 | |
Weighted average common shares outstanding, diluted | 5,047,364 | 64,226,579 | 64,226,579 |
Basic net income (loss) per share | $ (0.25) | $ 0.29 | |
Diluted net income (loss) per share | $ (0.25) | $ 0.29 | $ 0.29 |
Class B common stock | |||
Summary of Significant Accounting Policies | |||
Allocation of net income (loss) | $ (4,723,082) | $ 5,467,224 | |
Weighted average common shares outstanding, basic | 18,750,000 | 18,750,000 | |
Weighted average common shares outstanding, diluted | 18,750,000 | 18,750,000 | 18,750,000 |
Basic net income (loss) per share | $ (0.25) | $ 0.29 | |
Diluted net income (loss) per share | $ (0.25) | $ 0.29 | $ 0.29 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Company's net deferred tax assets (liability) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset (liability) | ||
Startup and organizational costs | $ 394,830 | $ 234,069 |
Accrued expenses | 268,502 | 140,810 |
Total deferred tax asset (liability) | 663,332 | 374,879 |
Valuation allowance | (663,332) | (374,879) |
Deferred tax asset (liability), net of allowance | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Components of Company's income tax provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current expense | $ 65,469 | $ 995,966 |
Deferred benefit (expense) | 247,488 | 220,738 |
State and Local | ||
Current | 217,252 | |
Deferred | 40,965 | 55,054 |
Change in valuation allowance | (288,453) | (275,792) |
Income tax provision | $ 65,469 | $ 1,213,218 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Statutory federal tax rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Statutory federal income tax rate (benefit) | (21.00%) | (21.00%) |
Change in fair value of derivative warrant liabilities and equity forward | (17.60%) | (17.70%) |
Change in valuation allowance | (4.10%) | 0.70% |
Income tax expense | (0.70%) | 4% |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Nov. 03, 2020 | Dec. 31, 2023 | Jun. 02, 2023 | Dec. 31, 2022 | Oct. 31, 2022 |
Initial Public Offering | |||||
Deferred underwriting commissions | $ 26,250,000 | ||||
Public Warrants | |||||
Initial Public Offering | |||||
Common stock, par value (in dollars per share) | $ 0.04 | $ 0.02 | |||
Class A common stock | |||||
Initial Public Offering | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||
IPO | |||||
Initial Public Offering | |||||
Number of units issued | 75,000,000 | ||||
Unit price | $ 10 | ||||
Gross proceeds | $ 750,000,000 | ||||
Deferred offering costs paid | 42,300,000 | ||||
Deferred underwriting commissions | $ 26,300,000 | ||||
IPO | Class A common stock | Public Warrants | |||||
Initial Public Offering | |||||
Number of shares in a unit | 1 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Number of warrants in a unit | 0.25 | ||||
Number of share of common stock in each whole warrant | 1 | ||||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | 12 Months Ended | ||||||
Oct. 29, 2021 | Jan. 27, 2021 | Oct. 21, 2020 | Aug. 28, 2020 | Dec. 31, 2023 | Dec. 14, 2020 | Oct. 23, 2020 | |
Related Party Transactions | |||||||
Period founder shares could not be transferred from date of initial business combination | 180 days | ||||||
Founder shares | Mr. David K. Moskowitz | |||||||
Related Party Transactions | |||||||
Shares issued | 10,000 | ||||||
Founder shares | Class B common stock | |||||||
Related Party Transactions | |||||||
Shares issued | 10,000 | 28,750,000 | |||||
Aggregate purchase price | $ 25,000 | ||||||
Share issued price (in dollars per share) | $ 0.001 | ||||||
Number of shares holding by the sponsor | 18,750,000 | 21,562,500 | |||||
Shares forfeited | 2,812,500 | 7,187,500 | |||||
Founder shares | Class B common stock | Jason Kiser | |||||||
Related Party Transactions | |||||||
Number of shares transferred | 28,750,000 | 2,875,000 |
Related Party Transactions - Su
Related Party Transactions - Subscription Agreement (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Nov. 01, 2023 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Related Party Loans | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Period founder shares could not be transferred from date of initial business combination | 180 days | ||
Series A Convertible preferred stock | |||
Related Party Loans | |||
Financial instrument to liability fair value, Per share | $ 11.50 | ||
Financial instrument to liability fair value, Issuance period | 5 years | ||
Founder | Subscription Agreement | |||
Related Party Loans | |||
Share issued price (in dollars per share) | $ 11.50 | ||
Threshold number of days to convert, if price per share is greater than or equal to 11.50 | 20 days | ||
Threshold consecutive number of days to convert, if price per share is greater than or equal to 11.50 | 30 days | ||
Convertible stock, conversion ratio | 1 | ||
Founder | Subscription Agreement | Maximum | |||
Related Party Loans | |||
Number of days prior notice to be given in case conversion is not performed | 20 days | ||
Founder | Subscription Agreement | Minimum | |||
Related Party Loans | |||
Number of days prior notice to be given in case conversion is not performed | 10 days | ||
Founder | Series A Convertible preferred stock | Subscription Agreement | |||
Related Party Loans | |||
Shares issued | shares | 17,391,300 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||
Aggregate purchase price | $ | $ 200 | ||
Share issued price (in dollars per share) | $ 11.50 | ||
Preferred stock, redemption price per share in cash | $ 11.50 |
Related Party Transactions - Pr
Related Party Transactions - Private placement warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Nov. 03, 2020 | Aug. 28, 2020 | Dec. 31, 2023 | Jun. 01, 2023 | Oct. 31, 2022 | |
Related Party Transactions | |||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||||
Sponsor | |||||
Related Party Transactions | |||||
Exercise price of warrants (in dollars per share) | $ 1.50 | ||||
Class A common stock | |||||
Related Party Transactions | |||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||
Private Placement | |||||
Related Party Transactions | |||||
Number of warrants to purchase the shares issued (in shares) | 11,333,333 | ||||
Number of shares issuable per warrant (in shares) | 1 | ||||
Price of warrants (in dollars per share) | $ 1.50 | ||||
Proceeds from issuance of warrants | $ 17 | ||||
Private Placement | Sponsor | |||||
Related Party Transactions | |||||
Exercise price of warrants (in dollars per share) | $ 1.50 | ||||
Private Placement | Class A common stock | |||||
Related Party Transactions | |||||
Number of shares issuable per warrant (in shares) | 1 | 1 | |||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||
Price of warrants (in dollars per share) | $ 1.50 | ||||
Proceeds from issuance of warrants | $ 17 |
Related Party Transactions - Re
Related Party Transactions - Related party loans (Details) - USD ($) | Mar. 01, 2023 | Aug. 28, 2020 | Dec. 31, 2023 | Nov. 02, 2023 | Jun. 02, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Nov. 02, 2020 |
Class A common stock | ||||||||
Related Party Transactions | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Sponsor | ||||||||
Related Party Transactions | ||||||||
Proceeds from related party loan | $ 1,000,000 | |||||||
Notes payable | $ 373,000 | |||||||
Promissory note | Sponsor | ||||||||
Related Party Transactions | ||||||||
Principal amount | $ 539,652 | $ 1,168,774 | ||||||
Promissory note | Sponsor | Class A common stock | ||||||||
Related Party Transactions | ||||||||
Unpaid principal balance | $ 1,500,000 | |||||||
Number of share of common stock in each whole warrant | 1 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Conversion price per share | $ 1.50 | |||||||
Promissory note | First Extension Note | ||||||||
Related Party Transactions | ||||||||
Outstanding borrowings under the note | $ 1,168,774 | $ 333,935 | ||||||
Promissory note | Second Extension Note | ||||||||
Related Party Transactions | ||||||||
Outstanding borrowings under the note | $ 539,652 | |||||||
Promissory note | Second Extension Note | Class A common stock | ||||||||
Related Party Transactions | ||||||||
Number of share of common stock in each whole warrant | 1 | |||||||
Conversion price per share | $ 1.50 | |||||||
Working Capital Loans | ||||||||
Related Party Transactions | ||||||||
Maximum loans convertible into warrants | $ 1,500,000 | |||||||
Price of warrants (in dollars per share) | $ 1.50 | |||||||
Restated Note | ||||||||
Related Party Transactions | ||||||||
Principal amount | $ 400,000 | |||||||
Restated Note | Sponsor | ||||||||
Related Party Transactions | ||||||||
Principal amount | $ 250,000 | $ 550,000 | ||||||
Maximum | Promissory note | Class A common stock | ||||||||
Related Party Transactions | ||||||||
Unpaid principal balance | $ 300,000 | |||||||
Maximum | Promissory note | Second Extension Note | ||||||||
Related Party Transactions | ||||||||
Principal amount | $ 539,652 | |||||||
Maximum | Unsecured Promissory Note | Sponsor | ||||||||
Related Party Transactions | ||||||||
Working capital loan | $ 250,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies | |||
Cash underwriting discount per unit | $ 0.20 | ||
Payment of underwriter discount | $ 15,000,000 | ||
Deferred fee per unit | $ 0.35 | ||
Deferred underwriting commissions | $ 26,250,000 | ||
Percentage of excise tax liability recorded | 1% | ||
Excise tax liability | $ 639,193 | ||
Deferred legal fees | $ 275,000 | $ 275,000 | $ 275,000 |
Class A common stock | |||
Commitments and Contingencies | |||
Number of shares redeemed | 6,294,164 | ||
Value of shares redeemed | $ 63,919,253 |
Stockholders' Deficit - Common
Stockholders' Deficit - Common Stock (Details) | 12 Months Ended | |||||
Oct. 29, 2021 shares | Jan. 27, 2021 shares | Oct. 23, 2020 shares | Dec. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | Oct. 31, 2022 shares | |
Stockholders' Deficit | ||||||
Conversion ratio | 1 | |||||
Percent of difference between total return and price threshold multiplied | 20% | |||||
Class A common stock | ||||||
Stockholders' Deficit | ||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued including subject to redemption | 2,120,296 | 8,378,414 | ||||
Common stock, shares outstanding including subject to redemption | 2,120,296 | 8,378,414 | ||||
Number of independent director shares outstanding | 30,000 | 30,000 | ||||
Class A common stock | Gerald Gorman | ||||||
Stockholders' Deficit | ||||||
Shares issued | 10,000 | |||||
Class A common stock | Adrian Steckel | ||||||
Stockholders' Deficit | ||||||
Shares issued | 10,000 | |||||
Class A common stock | Mr. David K. Moskowitz | ||||||
Stockholders' Deficit | ||||||
Shares issued | 10,000 | |||||
Class A common stock not subject to possible redemption | ||||||
Stockholders' Deficit | ||||||
Common stock, shares outstanding | 30,000 | 30,000 | 8,348,384 | |||
Class B common stock | ||||||
Stockholders' Deficit | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 18,750,000 | 18,750,000 | ||||
Common stock, number of votes per share | Vote | 1 | |||||
Conversion ratio | 1 | |||||
Founder shares | Gerald Gorman | ||||||
Stockholders' Deficit | ||||||
Shares issued | 10,000 | |||||
Founder shares | Class B common stock | ||||||
Stockholders' Deficit | ||||||
Threshold voting power | 0.67 | |||||
Sponsor | Class B common stock | ||||||
Stockholders' Deficit | ||||||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 89.90% | 89.90% |
Stockholders' Deficit - Preferr
Stockholders' Deficit - Preferred Stock (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders' Deficit | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants | ||
Newly issued price (in dollars per share) | $ 10 | |
Class A common stock | ||
Warrants | ||
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 50% | |
Threshold trading days for calculating volume-weighted average price | 10 days | |
Class A common stock | Maximum | ||
Warrants | ||
Newly issued price (in dollars per share) | $ 9.20 | |
Redemption Of Warrants Class Common Stock Underlying Warrants Commencing Five Business Days Prior 30Day Trading Period | Class A common stock | ||
Warrants | ||
Threshold trading days for calculating market value | 30 days | |
Public Warrants | ||
Warrants | ||
Warrants Outstanding | 18,750,000 | 18,750,000 |
Warrants exercisable term after the completion of a business combination | 30 days | |
Warrants exercisable term from the closing of the public offering | 12 months | |
Threshold maximum period for filing registration statement after business combination | 15 days | |
Warrant expiry term | 5 years | |
Redemption price per warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Public Warrants | Class A common stock | ||
Warrants | ||
Redemption price per warrant (in dollars per share) | $ 0.10 | |
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Is Less Than Usd Eighteen | ||
Warrants | ||
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days | |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days | |
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds USD Eighteen | ||
Warrants | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 | |
Minimum threshold written notice period for redemption of public warrants | 3 days | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days | |
Threshold number of trading days before sending notice of redemption to warrant holders | 3 days | |
Public Warrants | Redemption Of Warrants When Price Per Share Of Class Common Stock Equals Or Exceeds Usd Ten | ||
Warrants | ||
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 | |
Threshold trading days for redemption of warrants | 20 days | |
Threshold consecutive trading days for redemption of warrants | 30 days | |
Private Placement Warrants | ||
Warrants | ||
Warrants Outstanding | 11,333,333 | 11,333,333 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Derivative warrant liabilities | $ 9,205,500 | $ 4,512,500 |
Level 3 | Equity Forward | ||
Liabilities: | ||
Derivative warrant liabilities | 325,000 | |
Private Placement Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 3,468,000 | 1,700,000 |
Private Placement Warrants | Level 2 | Warrant Liabilities | ||
Liabilities: | ||
Derivative warrant liabilities | 3,468,000 | 1,700,000 |
Public Warrants | ||
Liabilities: | ||
Derivative warrant liabilities | 5,737,500 | 2,812,500 |
Public Warrants | Level 1 | Warrant Liabilities | ||
Liabilities: | ||
Derivative warrant liabilities | $ 5,737,500 | $ 2,812,500 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in fair value of warrant liabilities (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Measurements | |
Fair value as of beginning of period | $ 4,512,500 |
Fair value as of end of period | 9,205,500 |
Aggregate Warrant Liability | |
Fair Value Measurements | |
Fair value as of beginning of period | 4,512,500 |
Change in fair value | (4,693,000) |
Fair value as of end of period | 9,205,500 |
Public Warrants | |
Fair Value Measurements | |
Fair value as of beginning of period | 2,812,500 |
Change in fair value | (2,925,000) |
Fair value as of end of period | 5,737,500 |
Private Placement Warrants | |
Fair Value Measurements | |
Fair value as of beginning of period | 1,700,000 |
Change in fair value | (1,768,000) |
Fair value as of end of period | $ 3,468,000 |
Fair Value Measurements - Cha_2
Fair Value Measurements - Change in fair value of equity forward (Details) - Equity Forward | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Measurements | |
Fair value as of beginning of period | $ 0 |
Fair value at inception, November 1, 2023 | 325,000 |
Fair value as of end of period | $ 325,000 |
Fair Value Measurements - Cha_3
Fair Value Measurements - Change in Fair value valuation technique of equity forward (Details) - Equity Forward | 12 Months Ended |
Dec. 31, 2023 item | |
Volatility | |
Fair Value Measurements | |
Equity forward fair value measurement input | 0.27 |
Credit adjusted discount rate | |
Fair Value Measurements | |
Equity forward fair value measurement input | 0.35 |
Transaction probability | |
Fair Value Measurements | |
Equity forward fair value measurement input | 0.04 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 25, 2024 | Mar. 10, 2024 | Mar. 28, 2024 | Mar. 24, 2024 | Nov. 02, 2023 | Mar. 01, 2023 |
Restated Note | ||||||
Subsequent Events | ||||||
Aggregate principal amount of note | $ 400,000 | |||||
Sponsor | Restated Note | ||||||
Subsequent Events | ||||||
Aggregate principal amount of note | $ 550,000 | $ 250,000 | ||||
Subsequent Events | Commercial Real Estate Property in Littleton, Colorado | ||||||
Subsequent Events | ||||||
Asset acquisition, consideration | $ 26,750,000 | |||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||
Subsequent Events | Restated Note | ||||||
Subsequent Events | ||||||
Money borrowed | $ 900,000 | |||||
Subsequent Events | Sponsor | ||||||
Subsequent Events | ||||||
Waiver lock-up restrictions (in shares) | 9,375,000 | |||||
Subsequent Events | Sponsor | Maximum | Restated Note | ||||||
Subsequent Events | ||||||
Aggregate principal amount of note | $ 900,000 | $ 550,000 | ||||
Subsequent Events | Subscription Agreement | Founder | ||||||
Subsequent Events | ||||||
Preferred stock, redemption price per share in cash | $ 11.50 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (5,994,501) | $ 24,194,750 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |