Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | NEW PROVIDENCE ACQUISITION CORP. II | ||
Entity Central Index Key | 0001837929 | ||
Entity File Number | 001-41023 | ||
Entity Tax Identification Number | 86-1433401 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 55,944,832 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 10900 Research Blvd | ||
Entity Address, Address Line Two | Suite 160C | ||
Entity Address, Address Line Three | PMB 1081 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78759 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (561) | ||
Local Phone Number | 231-7070 | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant | ||
Trading Symbol | NPABU | ||
Security Exchange Name | NASDAQ | ||
Class A common stock included as part of the units | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A common stock included as part of the units | ||
Trading Symbol | NPAB | ||
Security Exchange Name | NASDAQ | ||
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | ||
Trading Symbol | NPABW | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,267,875 | ||
Class B Common Stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,250,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Marcum LLP |
Auditor Firm ID | 688 |
Auditor Location | Hudson, TX |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 56,867 | $ 339,663 |
Prepaid expenses | 13,080 | 285,490 |
Prepaid income taxes | 125,826 | |
Total Current Assets | 69,947 | 750,979 |
Marketable securities held in Trust Account | 56,981,202 | 257,913,695 |
TOTAL ASSETS | 57,051,149 | 258,664,674 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,295,810 | 614,155 |
Accrued offering costs | 524,918 | |
Income taxes payable | 209,997 | |
Excise taxes payable | 2,054,788 | |
Promissory note - related party | 290,000 | |
Total Current Liabilities | 3,850,595 | 1,139,073 |
Deferred tax liability | 148,862 | |
Deferred underwriting payable | 8,750,000 | 8,750,000 |
Total Liabilities | 12,600,595 | 10,037,935 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, $0.0001 par value; 5,267,875 and 25,000,000 shares issued and outstanding at $10.75 and $10.30 per share redemption value at December 31, 2023 and 2022, respectively | 56,621,690 | 257,577,578 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | ||
Additional paid-in capital | ||
Accumulated deficit | (12,171,761) | (8,951,464) |
Total Stockholders’ Deficit | (12,171,136) | (8,950,839) |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS’ DEFICIT | 57,051,149 | 258,664,674 |
Class A Common Stock | ||
Stockholders’ Deficit | ||
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 3,000,000 and no shares issued and outstanding (excluding 5,267,875 and 25,000,000 shares subject to possible redemption) at December 31, 2023 and 2022, respectively | 300 | |
Class B Common Stock | ||
Stockholders’ Deficit | ||
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 3,000,000 and no shares issued and outstanding (excluding 5,267,875 and 25,000,000 shares subject to possible redemption) at December 31, 2023 and 2022, respectively | $ 325 | $ 625 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock subject to possible redemption, per share redemption value (in Dollars per share) | $ 10.41 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, shares issued | 5,267,875 | 25,000,000 |
Common stock subject to possible redemption, shares outstanding | 5,267,875 | 25,000,000 |
Common stock subject to possible redemption, per share redemption value (in Dollars per share) | $ 10.75 | $ 10.3 |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 3,000,000 | |
Common stock, shares outstanding | 3,000,000 | |
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 3,250,000 | 6,250,000 |
Common stock, shares outstanding | 3,250,000 | 6,250,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Formation and operating costs | $ 1,326,228 | $ 1,256,508 |
Loss from operations | (1,326,228) | (1,256,508) |
Other income: | ||
Interest earned on marketable securities held in Trust Account | 5,889,542 | 3,364,235 |
Unrealized gain on marketable securities held in Trust Account | 219,567 | |
Other income | 5,889,542 | 3,583,802 |
Income before provision for income taxes | 4,563,314 | 2,327,294 |
Provision for income taxes | (1,205,961) | (686,036) |
Net income | $ 3,357,353 | $ 1,641,258 |
Redeemable Class A common stock | ||
Other income: | ||
Weighted average shares outstanding (in Shares) | 12,349,816 | 25,000,000 |
Basic net income (loss) per share (in Dollars per share) | $ 0.18 | $ 0.05 |
Non-Redeemable Class A common stock | ||
Other income: | ||
Weighted average shares outstanding (in Shares) | 1,989,041 | |
Basic net income (loss) per share (in Dollars per share) | $ 0.18 | |
Class B Common Stock | ||
Other income: | ||
Weighted average shares outstanding (in Shares) | 4,260,959 | 6,250,000 |
Basic net income (loss) per share (in Dollars per share) | $ 0.18 | $ 0.05 |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Redeemable Class A common stock | ||
Diluted net income (loss) per share | $ 0.18 | $ 0.05 |
Non-Redeemable Class A common stock | ||
Diluted net income (loss) per share | 0.18 | |
Class B Common Stock | ||
Diluted net income (loss) per share | $ 0.18 | $ 0.05 |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 625 | $ (8,015,144) | $ (8,014,519) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,250,000 | ||||
Remeasurement of Class A Common Stock to Redemption Value | (2,577,578) | (2,577,578) | |||
Net income | 1,641,258 | 1,641,258 | |||
Balance at Dec. 31, 2022 | $ 625 | (8,951,464) | (8,950,839) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,250,000 | ||||
Conversion of Class B Common Stock to Class A Common Stock | $ 300 | $ (300) | |||
Conversion of Class B Common Stock to Class A Common Stock (in Shares) | 3,000,000 | (3,000,000) | |||
Excise tax payable attributable to redemption of common stock | (2,054,788) | (2,054,788) | |||
Remeasurement of Class A Common Stock to Redemption Value | (4,522,862) | (4,522,862) | |||
Net income | 3,357,353 | 3,357,353 | |||
Balance at Dec. 31, 2023 | $ 300 | $ 325 | $ (12,171,761) | $ (12,171,136) | |
Balance (in Shares) at Dec. 31, 2023 | 3,000,000 | 3,250,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Cash Flows from Operating Activities: | |||
Net income | $ 3,357,353 | $ 1,641,258 | |
Adjustments to reconcile net income to net cash used in operating activities: | |||
Interest earned on marketable securities held in Trust Account | (5,889,542) | (3,364,235) | |
Deferred tax provision | (148,862) | 148,862 | |
Unrealized gain on marketable securities held in Trust Account | (219,567) | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses | 272,410 | 43,601 | |
Prepaid income taxes | 125,826 | (125,826) | |
Accounts payable and accrued expenses | 156,737 | 235,723 | |
Income taxes payable | 209,997 | ||
Other long-term assets | 235,322 | ||
Net cash used in operating activities | (1,916,081) | (1,404,862) | |
Cash Flows from Investing Activities: | |||
Cash withdrawn from Trust Account in connection with redemption | 205,478,750 | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 1,343,285 | 663,000 | |
Net cash provided by investing activities | 206,822,035 | 663,000 | |
Cash Flows from Financing Activities: | |||
Proceeds from promissory note – related party | 290,000 | ||
Redemption of common stock | (205,478,750) | ||
Net cash used in financing activities | (205,188,750) | ||
Net Change in Cash | (282,796) | (741,862) | |
Cash – Beginning of period | 339,663 | 1,081,525 | |
Cash – End of period | 56,867 | 339,663 | |
Non-Cash investing and financing activities: | |||
Accretion of Class A Common Stock to redemption value | 4,522,862 | 2,577,578 | |
Excise tax payable attributable to redemption of common stock | 2,054,788 | ||
Supplemental disclosure of cash flow information: | |||
Cash paid for income and franchise taxes | [1] | $ 1,278,950 | $ 663,000 |
[1]The Company has withdrawn a total of $1,343,285 of interest from the Trust Account for the year ended December 31, 2023 in which $1,278,950 was paid for taxes. $64,335 remains restricted for the payment of taxes as of December 31, 2023. The Company used $7,468 of the restricted amount for operating expenses and has since restituted the amount through borrowings from the Sponsor. The entire $64,335 was eventually paid for taxes on March 19, 2024. |
Description of Organization, Bu
Description of Organization, Business Operations, and Liquidity and Management’s Plan | 12 Months Ended |
Dec. 31, 2023 | |
Description Of Organization, Business Operations, And Liquidity And Management’s Plan [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY AND MANAGEMENT’S PLAN | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, AND LIQUIDITY AND MANAGEMENT’S PLAN New Providence Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on November 16, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. All activity through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering held in the Trust Account (as described below). The registration statements for the Company’s Initial Public Offering were declared effective on November 4, 2021. On November 9, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to New Providence Acquisition II LLC (the “Sponsor”), generating gross proceeds of $12,000,000, which is described in Note 4. Transaction costs amounted to $14,566,172, consisting of $5,000,000 of underwriting fees, $8,750,000 of deferred underwriting fees and $816,172 of other offering costs. Following the closing of the Initial Public Offering on November 9, 2021, an amount of $255,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), 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 any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, 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 reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. In connection with the Extension Meeting (as defined below), the net tangible asset limitation was removed from the Amended and Restated Certificate of Incorporation. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the ability of the public stockholders to seek redemption in connection with the Company’s initial Business Combination or the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Company previously had 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). In connection with the Extension Meeting, the Combination Period was extended until 30 months from the closing of the Initial Public Offering. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per Unit amount initially held in the Trust Account ($10.20). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per 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 prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Amendments to Amended and Restated Certificate of Incorporation On May 5, 2023, the Company held the a special meeting in lieu of an annual meeting of stockholders (the “Extension Meeting”), to amend the Amended and Restated Certificate of Incorporation to (i) extend the date by which the Company has to consummate a business combination from May 9, 2023 to May 9, 2024 (the “Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation Amendment Proposal”). The stockholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Extension Meeting and on May 5, 2023, the Company filed the required amendments to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware. Redemption of Class A Common Stock In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, public stockholders elected to redeem an aggregate of 19,732,125 shares of Class A common Stock for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $205,478,750. Conversion of Class B Common Stock On May 5, 2023, the Sponsor converted 3,000,000 shares of Class B common stock into shares of Class A common stock (the “Class B Conversion”). Notwithstanding the conversions, the Sponsor will not be entitled to receive any monies held in the Company’s trust account as a result of its ownership of shares of Class A common stock issued upon conversion of the Class B common stock. Following such conversion and taking into account the redemptions described above, the Company has an aggregate of 8,267,875 shares of Class A common stock issued and outstanding and an aggregate of 3,250,000 shares of Class B common stock issued and outstanding (see Note 5). Share Transfer Agreements In connection with the Extension Meeting, the Company and the Sponsor, entered into share transfer agreements with several holders of Class A common stock, pursuant to which such holders agreed not to redeem an aggregate of 5,000,000 shares of Class A common stock (the “Non-Redeemed Stock”). In exchange for the foregoing commitments not to redeem such Non-Redeemed Stock, the Sponsor agreed to forfeit and surrender to the Company for no consideration an aggregate of 1,500,000 shares of Class A common stock and Class B common stock held by the Sponsor, at the closing of the Company’s initial business combination, and the Company agreed to issue an aggregate of 1,500,000 shares of Class A common stock to such holders at such time. Liquidity and Going Concern As of December 31, 2023, the Company had $56,867 in its operating bank accounts, $56,981,202 in marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and a working capital deficit of $3,780,648. Approximately $3,200,000 of interest income earned on funds held in the Trust Account was available to pay for current tax liabilities. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company expects to need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. 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. In addition, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 9, 2024 to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date that the financial statement were issued. 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. Risks and Uncertainties On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On May 5, 2023, in connection with the implementation of the Extension, the Company’s public stockholders elected to redeem 19,732,125 Public Shares for a total of $205,478,750. As such the Company has recorded a 1% excise tax liability in the amount of $2,054,788 on the Company’s balance sheets as of December 31, 2023. The liability does not impact the Company’s statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. This excise tax liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur. Should the Company liquidate prior to December 31, 2023, the excise tax liability will not be due. The Company’s results of operations and its ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, including geopolitical instability, such as the military conflict in Ukraine and the Middle East. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an initial Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standards at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Marketable Securities Held in Trust Account At December 31, 2023 substantially all of the assets held in the Trust Account consisted of investments in money-market funds that invest in U.S. Treasury securities. At December 31, 2022, substantially all of the assets held in the Trust Account consisted of investments in money-market funds that invest in U.S. Treasury securities and U.S. Treasury Bills with a maturity of 185 days or less, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock are classified as stockholder’s equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2023 and 2022, the common stock reflected in the balance sheets are reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 $ 257,577,578 Less: Redemption of Class A common stock subject to redemption (205,478,750 ) Plus: Remeasurement of carrying value to redemption value 4,522,862 Common stock subject to possible redemption, December 31, 2023 $ 56,621,690 Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are 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 the equity warrants and Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,566,172, of which $14,202,018 were allocated to Class A common stock and $364,154 were allocated to equity warrants. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset for start up organizational expenses had a full valuation allowance recorded against it. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from income per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,333,333 Class A common stock in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the income of the Company. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Class A non- Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 2,229,200 $ 359,031 $ 769,123 $ 1,313,006 $ 328,252 Denominator: Basic and diluted weighted average common stock outstanding 12,349,816 1,989,041 4,260,959 25,000,000 6,250,000 Basic and diluted net income per share of common stock $ 0.18 $ 0.18 $ 0.18 $ 0.05 $ 0.05 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon review of the warrant agreement, management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 25,000,000 Units, which includes a partial exercise by the underwriter of its over-allotment option in the amount of 2,500,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per whole share (see Note 7). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 8,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $12,000,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 19, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). In February 2021, the Sponsor transferred 10,000 Founder Shares to each of the Company’s director nominees, Rick Mazer, Dan Ginsberg, Tim Gannon, Terry Wilson and Greg Stevens. On November 4, 2021, the Company effected a stock capitalization resulting in its initial stockholders holding 6,468,750 shares of its Class B common stock. Following the underwriter’s election to partially exercise its over-allotment option at the Initial Public Offering and forfeiture by the underwriters of the remaining outstanding option, 218,750 Founder Shares were forfeited. The sale of the Founder Shares to the Company’s director nominees 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 Company has hired a valuation firm who used the lattice model to assess the fair value associated with the Founder Shares granted. The fair value of the 50,000 Founder Shares granted to the Company’s director nominees was $487,000 or $9.74 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder 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 the performance conditions are not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date the performance conditions are considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares vested times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. On May 5, 2023, in connection with the extension meeting and the Class B Conversion, the Sponsor converted 3,000,000 shares of Class B common stock into shares of Class A common stock (see Note 7). Administrative Support Agreement The Company entered into an agreement, commencing on November 4, 2021 through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of up to $20,000 per month for, among other things, the provision of the services of one or more investment professionals, who may be related parties of the Sponsor or of one of the Company’s executive officers. For the year ended December 31, 2023, the Company incurred $240,000 in fees for these services, of which $180,000 is included in accrued expenses in the accompanying balance sheets. For the year ended December 31, 2022, the Company incurred $240,000 in fees for these services, of which $20,000 is included in accrued expenses in the accompanying balance sheets. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers 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. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, 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. Any warrants issued upon conversion of the Working Capital Loans would be identical to the Private Placement Warrants. At December 31, 2023 and 2022, the Company had no Working Capital Loans. Promissory Note — Related Party On September 15, 2023, the Company issued an unsecured promissory note in the principal amount of $300,000 to the Sponsor. The Promissory Note bears no interest and is payable in full on the earlier of: (i) May 9, 2024 or (ii) the date on which Maker consummates a business combination. The Company and the Sponsor agree that the Company may request up to Three Hundred Thousand Dollars ($300,000) for costs reasonably related to the Company’s business combination. The principal of the Note may be drawn down from time to time prior to the earlier of: (i) May 9, 2024 or (ii) the date on which the Company consummates its business combination, upon written request from the Company to the Sponsor (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than One Thousand Dollars ($1,000) unless agreed upon by the Company and the Sponsor. As of December 31, 2023 there was $290,000 outstanding under the Promissory Note. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Stockholders Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration and stockholder rights agreement entered into on November 4, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,750,000 in the aggregate. The deferred fee will become payable to the underwriter 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. Consulting Services Arrangements The Company has arrangements with third party consultants to provide services to the Company relating to identification of and negotiation with potential targets, assistance with due diligence, marketing, financial analyses and investor relations. These arrangements provide for aggregate monthly fees of approximately $10,000. For the year ended December 31, 2023, the Company incurred and paid $50,000 for these services. For the year ended December 31, 2022, the Company incurred and paid $93,000 for these services. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Deficit [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 7. STOCKHOLDERS’ DEFICIT Preferred Stock The Company filed an Amended and Restated Certificate of Incorporation prior to the closing date of the Initial Public Offering such that the Company is authorized to issue up to 1,000,000 shares of preferred stock at a $0.0001 par value. At December 31, 2023 and 2022, there were no Class A Common Stock The Company is authorized to issue up to 400,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2023 and 2022, there were 5,267,875 and 25,000,000 shares of Class A common stock subject to possible redemption issued or outstanding, respectively. Class B Common Stock The Company is authorized to issue up to 10,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2023 and 2022, there were 3,250,000 and 6,250,000 shares of Class B common stock issued and outstanding, respectively. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock (a) at any time and from time to time at the option of the holder thereof and (b) automatically upon the closing of the Business Combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% (taking into account any shares of Class A common stock held by the Sponsor in connection with its prior conversion) of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). On May 5, 2023, in connection with the extension meeting and the Class B Conversion, the Sponsor converted 3,000,000 shares of Class B common stock into shares of Class A common stock. Notwithstanding the conversions, the Sponsor will not be entitled to receive any monies held in the Company’s trust account as a result of its ownership of shares of Class A common stock issued upon conversion of the Class B common stock. Following such conversion and taking into account the redemptions described above, the Company will have an aggregate of 8,267,875 shares of Class A common stock issued and outstanding and an aggregate of 3,250,000 shares of Class B common stock issued and outstanding. Warrants At December 31, 2023 and 2022, there were 8,333,333 Public Warrants issued and outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Company’s initial business combination, we will use commercially reasonable efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, and thereafter will use commercially reasonable efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the Company’s initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption by surrendering such warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value; provided, however, that no cashless exercise shall be permitted unless the fair market value is equal to or higher than the exercise price. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the ten (10) trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. Redemption of Warrants Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant, which we refer to as the “30-day redemption period”; ● upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and as adjusted as described under “Summary—Offering—Exercise Period” in the registration statement for the Initial Public Offering), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third trading day prior to the date on which the notice of redemption is sent to warrant holders If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below their exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (a) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the board of directors, in good faith, and in the case of any such issuance to the Company’s initial stockholders (as defined in the registration statement for the Initial Public Offering) or their affiliates, without taking into account any of the Founder Shares, issued prior to the Company’s initial public offering and held by the Company’s initial stockholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial business combination on the date of the consummation of such initial business combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value and (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value and (ii) the Newly Issued Price. For the purposes of this adjustment, the “Market Value” shall mean the volume weighted average trading price of the Class A common stock during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Company’s initial business combination. The “Redemption Trigger Price” shall mean $18.00 per share, subject to adjustment in accordance with the warrant agreement. As of December 31, 2023 and 2022, there are 8,000,000 Private Placement Warrants issued and outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the common shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 8. INCOME TAX The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Deferred tax assets Startup/Organization Expenses 540,649 295,882 Unrealized loss on marketable securities — (148,862 ) Total deferred tax assets, net 540,649 147,020 Valuation Allowance (540,649 ) (295,882 ) Deferred tax assets $ — $ (148,862 ) The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ 1,354,823 $ 537,174 Deferred (393,629 ) (47,617 ) Change in valuation allowance 244,767 196,479 Income tax provision $ 1,205,961 $ 686,036 As of December 31, 2023 and 2022, the Company had $0 of U.S. federal net operating loss carryovers available to offset future taxable income, which do not expire. In accordance with Section 382 of the Internal Revenue Code, deductibility of any of the Company’s future net operating losses may be subject to an annual limitation in the event of a change in control as defined under the applicable U.S. Treasury regulations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $244,767 and $196,479, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.00 % 21.00 % Fines and penalties 0.07 % 0.04 % Valuation allowance 5.36 % 8.44 % Income tax provision 26.43 % 29.48 % The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination. The Company’s tax returns for the year ended December 31, 2023 and 2022 remain open and subject to examination. The Company considers Texas to be a significant state tax jurisdiction. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. 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 based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 56,981,202 $ 257,913,695 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 7, 2024, the Company issued a non-interest bearing promissory note to our sponsor to borrow up to $400,000 (the “Second Promissory Note”). The Second Promissory Note will due and payable in full on the earlier of (i) May 9, 2024 or (ii) the date on which the Company consummates a business combination. The principal balance may be prepaid at any time. The Company has drawn an aggregate $300,000 on the Second Promissory Note through the date this report has been filed. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 3,357,353 | $ 1,641,258 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standards at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2023 substantially all of the assets held in the Trust Account consisted of investments in money-market funds that invest in U.S. Treasury securities. At December 31, 2022, substantially all of the assets held in the Trust Account consisted of investments in money-market funds that invest in U.S. Treasury securities and U.S. Treasury Bills with a maturity of 185 days or less, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Class A common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock are classified as stockholder’s equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. At December 31, 2023 and 2022, the common stock reflected in the balance sheets are reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 $ 257,577,578 Less: Redemption of Class A common stock subject to redemption (205,478,750 ) Plus: Remeasurement of carrying value to redemption value 4,522,862 Common stock subject to possible redemption, December 31, 2023 $ 56,621,690 |
Offering Costs | Offering Costs Offering costs consist of underwriting, legal, accounting and other expenses incurred through the Initial Public Offering that are 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 the equity warrants and Class A common stock issued were initially charged to temporary equity and then accreted to common stock subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $14,566,172, of which $14,202,018 were allocated to Class A common stock and $364,154 were allocated to equity warrants. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset for start up organizational expenses had a full valuation allowance recorded against it. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income per Common Stock | Net Income per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. Remeasurement associated with the redeemable shares of Class A common stock is excluded from income per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,333,333 Class A common stock in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the income of the Company. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Class A non- Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 2,229,200 $ 359,031 $ 769,123 $ 1,313,006 $ 328,252 Denominator: Basic and diluted weighted average common stock outstanding 12,349,816 1,989,041 4,260,959 25,000,000 6,250,000 Basic and diluted net income per share of common stock $ 0.18 $ 0.18 $ 0.18 $ 0.05 $ 0.05 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 9). |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon review of the warrant agreement, management concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Common Stock Reflected in the Balance Sheets are Reconciled | At December 31, 2023 and 2022, the common stock reflected in the balance sheets are reconciled in the following table: Common stock subject to possible redemption, December 31, 2022 $ 257,577,578 Less: Redemption of Class A common stock subject to redemption (205,478,750 ) Plus: Remeasurement of carrying value to redemption value 4,522,862 Common stock subject to possible redemption, December 31, 2023 $ 56,621,690 |
Schedule of Basic and Diluted Net Loss Per Common Share | The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Class A Class A non- Class B Class A Class B Basic and diluted net income per common stock Numerator: Allocation of net income $ 2,229,200 $ 359,031 $ 769,123 $ 1,313,006 $ 328,252 Denominator: Basic and diluted weighted average common stock outstanding 12,349,816 1,989,041 4,260,959 25,000,000 6,250,000 Basic and diluted net income per share of common stock $ 0.18 $ 0.18 $ 0.18 $ 0.05 $ 0.05 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Net Deferred Tax Assets | The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Deferred tax assets Startup/Organization Expenses 540,649 295,882 Unrealized loss on marketable securities — (148,862 ) Total deferred tax assets, net 540,649 147,020 Valuation Allowance (540,649 ) (295,882 ) Deferred tax assets $ — $ (148,862 ) |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ 1,354,823 $ 537,174 Deferred (393,629 ) (47,617 ) Change in valuation allowance 244,767 196,479 Income tax provision $ 1,205,961 $ 686,036 |
Schedule of Reconciliation of the Federal Income Tax Rate to the Company’s Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.00 % 21.00 % Fines and penalties 0.07 % 0.04 % Valuation allowance 5.36 % 8.44 % Income tax provision 26.43 % 29.48 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 56,981,202 $ 257,913,695 |
Description of Organization, _2
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) - USD ($) | 12 Months Ended | ||||||
Aug. 16, 2023 | May 05, 2023 | May 05, 2023 | Nov. 09, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 19, 2021 | |
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Sale of warrants (in Shares) | 16,333,333 | ||||||
Transaction costs amount | $ 14,566,172 | ||||||
Underwriting fees | 5,000,000 | ||||||
Deferred offering costs | 8,750,000 | ||||||
Other offering costs | $ 816,172 | ||||||
Price per share (in Dollars per share) | $ 10.2 | ||||||
Percentage of outstanding voting securities | 80% | ||||||
Net tangible assets | $ 5,000,001 | ||||||
Aggregate public shares percentage | 15% | ||||||
Redeem public shares percentage | 100% | ||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||
Minimum net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||
Shares redeemed (in Shares) | 19,732,125 | 19,732,125 | |||||
Redemption price (in Dollars per share) | $ 10.41 | ||||||
Aggregate redemption amount | $ 205,478,750 | ||||||
Operating bank accounts | 56,867 | $ 339,663 | |||||
Marketable securities held in trust account | 56,981,202 | ||||||
Working capital | 3,780,648 | ||||||
Interest income earned | $ 3,200,000 | ||||||
Excise tax | 1% | ||||||
Percentage of excise tax liability | 1% | ||||||
Excise taxes payable | $ 2,054,788 | ||||||
Initial Public Offering [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Number of units issued in transaction (in Shares) | 25,000,000 | 25,000,000 | |||||
Deferred offering costs | $ 14,566,172 | ||||||
Net proceeds from sale of units | $ 255,000,000 | ||||||
Price per share (in Dollars per share) | $ 10.2 | ||||||
Over-Allotment Option [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Number of units issued in transaction (in Shares) | 2,500,000 | 2,500,000 | |||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||
Gross proceeds | $ 250,000,000 | ||||||
Private Placement [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Sale of warrants (in Shares) | 8,000,000 | 8,000,000 | |||||
Unit price per share (in Dollars per share) | $ 1.5 | ||||||
Gross proceeds | $ 12,000,000 | ||||||
Public Stockholders [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 10.2 | ||||||
Trust Account [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Price per share (in Dollars per share) | $ 10.2 | ||||||
Public Shares [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Redemption amount | $ 205,478,750 | ||||||
Class B Common stock [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Converted shares (in Shares) | 3,000,000 | ||||||
Common stock, shares issued (in Shares) | 3,250,000 | 6,250,000 | |||||
Common stock, shares issued (in Shares) | 3,250,000 | 6,250,000 | |||||
Class A Common Stock | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Redemption price (in Dollars per share) | $ 10.75 | $ 10.3 | |||||
Common stock, shares issued (in Shares) | 3,000,000 | ||||||
Common stock, shares issued (in Shares) | 3,000,000 | ||||||
Class A Common Stock | Initial Public Offering [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Deferred offering costs | $ 14,202,018 | ||||||
Class A Common Stock | Non-Redeemed Stock [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Shares issued (in Shares) | 5,000,000 | ||||||
Sponsor [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Deferred offering costs | $ 25,000 | ||||||
Price per share (in Dollars per share) | $ 10.2 | ||||||
Sponsor [Member] | Class B Common stock [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Common stock, shares issued (in Shares) | 3,250,000 | 3,250,000 | |||||
Common stock, shares issued (in Shares) | 3,250,000 | 3,250,000 | |||||
Consideration an aggregate (in Shares) | 1,500,000 | ||||||
Sponsor [Member] | Class A Common Stock | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Converted shares (in Shares) | 3,000,000 | ||||||
Common stock, shares issued (in Shares) | 8,267,875 | 8,267,875 | |||||
Common stock, shares issued (in Shares) | 8,267,875 | 8,267,875 | |||||
Consideration an aggregate (in Shares) | 1,500,000 | ||||||
IR Act [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Excise tax | 1% | ||||||
Business Combination [Member] | |||||||
Description of Organization, Business Operations, and Liquidity and Management’s Plan (Details) [Line Items] | |||||||
Percentage of outstanding voting securities | 50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Summary of Significant Accounting Policies [Line Items] | |
Offering costs | $ 8,750,000 |
Warrants are exercisable to purchase (in Shares) | shares | 16,333,333 |
Federal depository insurance corporation coverage limit | $ 250,000 |
Initial Public Offering [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Offering costs | 14,566,172 |
Class A common stock [Member] | Initial Public Offering [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Offering costs | 14,202,018 |
Equity Warrants [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Offering costs | $ 364,154 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Reflected in the Balance Sheets are Reconciled - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Common Stock Reflected in the Balance Sheets are Reconciled [Line Items] | ||
Common stock subject to possible redemption, December 31, 2022 | $ 257,577,578 | |
Redemption of Class A common stock subject to redemption | (205,478,750) | |
Remeasurement of carrying value to redemption value | 4,522,862 | 2,577,578 |
Common stock subject to possible redemption, December 31, 2023 | $ 56,621,690 | $ 257,577,578 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A redeemable [Member] | ||
Numerator: | ||
Allocation of net income | $ 2,229,200 | $ 1,313,006 |
Denominator: | ||
Basic weighted average common stock outstanding | 12,349,816 | 25,000,000 |
Basic net income per share of common stock | $ 0.18 | $ 0.05 |
Class A non- redeemable [Member] | ||
Numerator: | ||
Allocation of net income | $ 359,031 | |
Denominator: | ||
Basic weighted average common stock outstanding | 1,989,041 | |
Basic net income per share of common stock | $ 0.18 | |
Class B Common stock [Member] | ||
Numerator: | ||
Allocation of net income | $ 769,123 | $ 328,252 |
Denominator: | ||
Basic weighted average common stock outstanding | 4,260,959 | 6,250,000 |
Basic net income per share of common stock | $ 0.18 | $ 0.05 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A redeemable [Member] | ||
Schedule of Basic and Diluted Net Loss Per Common Share [Line Items] | ||
Diluted weighted average shares outstanding | 12,349,816 | 25,000,000 |
Diluted net income (loss) per share | $ 0.18 | $ 0.05 |
Class A non- redeemable [Member] | ||
Schedule of Basic and Diluted Net Loss Per Common Share [Line Items] | ||
Diluted weighted average shares outstanding | 1,989,041 | |
Diluted net income (loss) per share | $ 0.18 | |
Class B Common stock [Member] | ||
Schedule of Basic and Diluted Net Loss Per Common Share [Line Items] | ||
Diluted weighted average shares outstanding | 4,260,959 | 6,250,000 |
Diluted net income (loss) per share | $ 0.18 | $ 0.05 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Dec. 31, 2023 | Nov. 09, 2021 |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of units | 25,000,000 | 25,000,000 |
Warrant exercise price | $ 11.5 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Sale of units | 2,500,000 | 2,500,000 |
Purchase price per share | $ 10 | $ 10 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Private Placement [Line Items] | ||
Purchased warrants (in Shares) | 8,000,000 | 8,000,000 |
Price per share | $ 1.5 | |
Aggregate purchase price of warrants (in Dollars) | $ 12,000,000 | |
Class A common stock [Member] | ||
Private Placement [Line Items] | ||
Exercise price | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 12 Months Ended | ||||||
Sep. 15, 2023 | May 05, 2023 | Nov. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2021 | Jan. 19, 2021 | |
Related Party Transactions [Line Items] | |||||||
Offering costs | $ 8,750,000 | ||||||
Share price (in Dollars per share) | $ 10.2 | ||||||
Exceeds per share (in Dollars per share) | $ 12 | ||||||
Converted shares (in Shares) | 3,000,000 | ||||||
Provision services fees | $ 20,000 | ||||||
Incurred fees | $ 240,000 | $ 240,000 | |||||
Accrued expenses | 180,000 | 20,000 | |||||
Working capital | 1,500,000 | ||||||
Sponsor agreed | $ 1,000 | ||||||
Promissory note | $ 290,000 | ||||||
Founder Shares [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Consideration shares of common stock (in Shares) | 5,750,000 | ||||||
Transferred shares (in Shares) | 10,000 | ||||||
Forfeited shares (in Shares) | 218,750 | ||||||
Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Stock capitalization (in Shares) | 6,468,750 | ||||||
Warrant [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Price per warrant (in Dollars per share) | $ 1.5 | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Reasonable costs | 300,000 | ||||||
Share-Based Payment Arrangement [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Share price (in Dollars per share) | $ 9.74 | ||||||
Sponsor [Member] | |||||||
Related Party Transactions [Line Items] | |||||||
Offering costs | $ 25,000 | ||||||
Fair value of shares granted (in Shares) | 50,000 | ||||||
Fair value of granted | $ 487,000 | ||||||
Share price (in Dollars per share) | $ 10.2 | ||||||
Principal amount | $ 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Deferred fees per unit (in Dollars per share) | $ 0.35 | |
Underwriter fees | $ 8,750,000 | |
Aggregate monthly fees | 10,000 | |
Incurred amount | $ 50,000 | $ 93,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 12 Months Ended | |||
May 05, 2023 | May 05, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit [Line Items] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock issued | ||||
Preferred stock outstanding | ||||
Warrants expire term | 5 years | |||
Business combination at an issue price or effective issue price per share (in Dollars per share) | $ 9.2 | |||
Total equity proceeds and interest | 60% | |||
Market value per share (in Dollars per share) | $ 9.2 | |||
Percentage of exercise price of the warrants will be adjusted | 115% | |||
Redemption trigger price adjusted | 180% | |||
Trading days | 20 years | |||
Redemption trigger price per share (in Dollars per share) | $ 18 | |||
Warrant shares | 16,333,333 | |||
Public Warrants [Member] | ||||
Stockholders’ Deficit [Line Items] | ||||
Warrants outstanding | 8,333,333 | 8,333,333 | ||
Price per share (in Dollars per share) | $ 0.01 | |||
Private Placement [Member] | ||||
Stockholders’ Deficit [Line Items] | ||||
Warrants outstanding | 8,000,000 | 8,000,000 | ||
Price per share (in Dollars per share) | $ 1.5 | |||
Warrant shares | 8,000,000 | 8,000,000 | ||
Class A Common Stock [Member] | ||||
Stockholders’ Deficit [Line Items] | ||||
Common stock, share authorized | 400,000,000 | 400,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock vote for each share | Holders of the Company’s common stock are entitled to one vote for each share | |||
Common stock subject to possible redemption issued | 5,267,875 | 25,000,000 | ||
Common stock subject to possible redemption outstanding | 5,267,875 | 25,000,000 | ||
Class A common stock issued | 3,000,000 | |||
Class A common stock outstanding | 3,000,000 | |||
Exceeds in stock price (in Dollars per share) | $ 18 | |||
Class B Common Stock [Member] | ||||
Stockholders’ Deficit [Line Items] | ||||
Common stock, share authorized | 10,000,000 | 10,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock vote for each share | Holders of the Company’s common stock are entitled to one vote for each share | |||
Class A common stock issued | 3,250,000 | 6,250,000 | ||
Class A common stock outstanding | 3,250,000 | 6,250,000 | ||
Conversion of common stock percentage | 20% | |||
Converted shares | 3,000,000 | |||
Business Combination [Member] | ||||
Stockholders’ Deficit [Line Items] | ||||
Warrants expire term | 5 years | |||
Sponsor [Member] | Class A Common Stock [Member] | ||||
Stockholders’ Deficit [Line Items] | ||||
Class A common stock issued | 8,267,875 | 8,267,875 | ||
Class A common stock outstanding | 8,267,875 | 8,267,875 | ||
Converted shares | 3,000,000 | |||
Sponsor [Member] | Class B Common Stock [Member] | ||||
Stockholders’ Deficit [Line Items] | ||||
Class A common stock issued | 3,250,000 | 3,250,000 | ||
Class A common stock outstanding | 3,250,000 | 3,250,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Abstract] | ||
U.S. federal net operating loss carryovers | $ 0 | $ 0 |
Change in valuation allowance | $ 244,767 | $ 196,479 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Net Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Startup/Organization Expenses | $ 540,649 | $ 295,882 |
Unrealized loss on marketable securities | (148,862) | |
Total deferred tax assets, net | 540,649 | 147,020 |
Valuation Allowance | (540,649) | (295,882) |
Deferred tax assets | $ (148,862) |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current | $ 1,354,823 | $ 537,174 |
Deferred | (393,629) | (47,617) |
Change in valuation allowance | 244,767 | 196,479 |
Income tax provision | $ 1,205,961 | $ 686,036 |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Reconciliation of the Federal Income Tax Rate to the Company’s Effective Tax Rate - Federal Income Tax [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of the Federal Income Tax Rate to the Company’s Effective Tax Rate [Line Items] | ||
Statutory federal income tax rate | 21% | 21% |
Fines and penalties | 0.07% | 0.04% |
Valuation allowance | 5.36% | 8.44% |
Income tax provision | 26.43% | 29.48% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Schedule of Company’s Assets that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 56,981,202 | $ 257,913,695 |
Subsequent Events (Details)
Subsequent Events (Details) - Forecast [Member] | Mar. 07, 2024 USD ($) |
Subsequent Events (Details) [Line Items] | |
Sponsor borrow | $ 400,000 |
Drawn aggregate amount | $ 300,000 |