Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Document Information [Line Items] | |
Entity Registrant Name | MAQUIA CAPITAL ACQUISITION CORPORATION |
Entity Central Index Key | 0001844419 |
Document Type | 10-K |
Document Annual Report | true |
Document Transition Report | false |
Current Fiscal Year End Date | --12-31 |
Document Period End Date | Dec. 31, 2023 |
Document Fiscal Year Focus | 2023 |
Amendment Flag | false |
Entity File Number | 001-40380 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 85-4283150 |
Entity Address, Address Line One | 50 Biscayne Boulevard |
Entity Address, Address Line Two | Suite 2406 |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33132 |
City Area Code | 305 |
Local Phone Number | 608-1395 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Entity Shell Company | true |
Document Financial Statement Error Correction [Flag] | false |
Entity Public Float | $ | $ 12,434,185 |
Document Fiscal Period Focus | FY |
Auditor Name | Marcum LLP |
Auditor Firm ID | 688 |
Auditor Location | Hartford, CT |
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | |
Document Information [Line Items] | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock, and one-half of one Redeemable Warrant |
Trading Symbol | MAQCU |
Security Exchange Name | NASDAQ |
Class A Common Stock | |
Document Information [Line Items] | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share |
Trading Symbol | MAQC |
Security Exchange Name | NASDAQ |
Entity Common Stock, Shares Outstanding | 3,803,176 |
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |
Document Information [Line Items] | |
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
Trading Symbol | MAQCW |
Security Exchange Name | NASDAQ |
Class B Common Stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 2,371,813 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current asset | ||
Cash and cash equivalents | $ 137,800 | $ 67,022 |
Prepaid expenses | 12,915 | $ 66,301 |
Due from Sponsor | $ 475,038 | |
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Total current assets | $ 625,753 | $ 133,323 |
Due from Sponsor | 209,262 | |
Investments held in the Trust Account | 11,957,157 | 37,570,177 |
Total Assets | 12,582,910 | 37,912,762 |
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' DEFICIT | ||
Accounts payable and accrued expenses | 663,559 | 670,895 |
Income taxes payable | 25,446 | |
Excise tax payable | 265,380 | |
Notes payable - Sponsor at cost | 1,640,507 | 318,584 |
Note payable - Sponsor at fair value (cost: $3,461,944 at December 31, 2023 and 2022, respectively) | 1,803,529 | 1,037,272 |
Total current liabilities | 4,398,421 | 2,026,751 |
Deferred tax liability | 46,496 | |
Deferred underwriting compensation | 5,192,916 | 5,192,916 |
Warrant liability - Private Placement Warrants | 5,837 | 11,675 |
Warrant liability - Public Warrants | 160,117 | 311,575 |
Total liabilities | 9,757,291 | 7,589,413 |
Commitments and Contingencies (Note 5) | ||
Class A Common Stock subject to possible redemption; 1,090,718 and 3,539,809 shares at redemption value of $11.63 and $10.58 per share as of December 31, 2023 and 2022, respectively | 12,680,351 | 37,456,519 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (9,855,240) | (7,133,678) |
Total Stockholders' Deficit | (9,854,732) | (7,133,170) |
Total Liabilities, Temporary Equity and Stockholders' Deficit | 12,582,910 | 37,912,762 |
Class A Common Stock | ||
Current asset | ||
Due from Sponsor | 265,776 | |
Due from Sponsor | 209,262 | |
Stockholders' Deficit | ||
Common stock | 271 | 58 |
Class B Common Stock | ||
Stockholders' Deficit | ||
Common stock | $ 237 | $ 450 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | May 10, 2021 |
Notes payable - Sponsor - Cost (in Dollars) | $ 3,461,944 | $ 3,461,944 | ||||
Temporary Equity, par value (in Dollars per share) | $ 11.23 | $ 11.11 | $ 10.79 | $ 10.58 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Class A Common Stock | ||||||
Temporary equity, shares outstanding | 1,090,718 | 3,539,809 | ||||
Temporary Equity, par value (in Dollars per share) | $ 11.63 | $ 10.58 | ||||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common shares, shares authorized | 100,000,000 | 100,000,000 | ||||
Common shares, shares issued | 2,712,438 | 583,743 | ||||
Common stock, shares outstanding | 2,712,438 | 583,743 | ||||
Class B Common Stock | ||||||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common shares, shares authorized | 10,000,000 | 10,000,000 | ||||
Common shares, shares issued | 2,371,813 | 4,500,528 | ||||
Common stock, shares outstanding | 2,371,813 | 4,500,528 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 1,082,713 | $ 1,012,437 |
Total expenses | 1,082,713 | 1,012,437 |
Other income | ||
Unrealized and realized gain on investment held in Trust Account | 1,035,607 | 1,942,709 |
Change in fair value of derivative liabilities | (608,960) | 6,600,605 |
Total other income | 426,647 | 8,543,314 |
(Loss) income before tax | (656,066) | 7,530,877 |
(Loss) income tax expense | (304,024) | (337,607) |
Net (loss) income | $ (960,090) | $ 7,193,270 |
Class A Common Stock | ||
Other income | ||
Weighted average shares outstanding of Common Stock, basic (in Shares) | 3,994,189 | 15,737,185 |
Basic net (loss) income per share - Class A Common Stock (in Dollars per share) | $ (0.14) | $ 0.36 |
Weighted average shares outstanding, diluted (in Shares) | 3,994,189 | 15,737,185 |
Diluted net income (loss) per share (in Dollars per share) | $ (0.14) | $ 0.36 |
Class B Common Stock | ||
Other income | ||
Weighted average shares outstanding of Common Stock, basic (in Shares) | 3,015,106 | 4,500,528 |
Basic net (loss) income per share - Class A Common Stock (in Dollars per share) | $ (0.14) | $ 0.36 |
Weighted average shares outstanding, diluted (in Shares) | 3,015,106 | 4,500,528 |
Diluted net income (loss) per share (in Dollars per share) | $ (0.14) | $ 0.36 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class A Common Stock | Class B Common Stock | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 58 | $ 450 | $ (9,310,329) | $ (9,309,821) |
Balance (in Shares) at Dec. 31, 2021 | 583,723 | 4,500,528 | ||
Remeasurement of Class A common stock to redemption value | (5,016,618) | (5,016,618) | ||
Net Income (Loss) | 7,193,270 | 7,193,270 | ||
Balance at Dec. 31, 2022 | $ 58 | $ 450 | (7,133,678) | (7,133,170) |
Balance (in Shares) at Dec. 31, 2022 | 583,723 | 4,500,528 | ||
Conversion of Class B to Class A common stock | $ 213 | $ (213) | ||
Conversion of Class B to Class A common stock (in Shares) | 2,128,715 | (2,128,715) | ||
Finance cost of shares to be issued under non-redemption agreements | 879,900 | 879,900 | ||
Contribution from Sponsor of shares to be issued under non-redemption agreements | (879,900) | (879,900) | ||
Excise tax on redemption of Class A common stock | (265,380) | (265,380) | ||
Remeasurement of Class A common stock to redemption value | (1,496,092) | (1,496,092) | ||
Net Income (Loss) | (960,090) | (960,090) | ||
Balance at Dec. 31, 2023 | $ 271 | $ 237 | $ (9,855,240) | $ (9,854,732) |
Balance (in Shares) at Dec. 31, 2023 | 2,712,438 | 2,371,813 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows From Operating Activities: | ||
Net (loss) income | $ (960,090) | $ 7,193,270 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Unrealized and realized gains on investments held in the Trust Account | (1,035,607) | (1,942,709) |
Change in fair value of derivative liabilities | 608,960 | (6,600,605) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 53,386 | 141,499 |
Income tax payable | (265,666) | |
Deferred tax liability | (46,496) | 46,496 |
Accounts payable and accrued expenses | 283,776 | 344,460 |
Net Cash Used In Operating Activities | (1,361,737) | (817,590) |
Cash Flows From Investing Activities: | ||
Cash withdrawn from the Trust Account for redemptions | 26,538,036 | 143,872,097 |
Cash withdrawn from the Trust Account for taxes | 1,227,796 | |
Cash deposited into Trust Account | (1,117,209) | (3,780,526) |
Net Cash Provided by (Used In) Financing Activities | 26,648,623 | 140,091,571 |
Cash Flows From Financing Activities: | ||
Proceeds from the Sponsor promissory note | 1,321,928 | 3,780,526 |
Redemption of Class A common stock | (26,538,036) | (143,462,986) |
Net Cash (Used in) Provided By Financing Activities | (25,216,108) | (139,682,460) |
Net change in cash | 70,778 | (408,479) |
Cash at beginning of period | 67,022 | 475,500 |
Cash at end of period | 137,800 | 67,022 |
Supplemental disclosure of cash payments: | ||
Cash paid for taxes | 708,798 | |
Supplemental disclosure of non-cash financing activities: | ||
Due from Sponsor | 265,776 | 209,262 |
Remeasurement of Class A common stock subject to possible redemption | 1,496,092 | $ 5,016,618 |
Excise tax payable | $ 265,380 |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2023 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the preparation of the financial statements of the Company as of and for the year ended December 31, 2023, the Company determined that there were errors for the accounting for Investments held in the Trust Account and Class A Common Stock subject to possible redemption in the previously issued 2022 financial statements as well as the unaudited interim financial information for the quarterly periods ended March 31, 2023, June 30, 2023 and September 30, 2023. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company determined that the errors were material to its previously issued financial statements. Therefore, the Company concluded that the previously issued financial statements should be restated. The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: December 31, 2022 As Previously Reported Adjustments As Restated Balance Sheet: Due from Sponsor $ — $ 209,262 $ 209,262 Total Assets 37,703,500 209,262 37,912,762 Class A Common Stock subject to possible redemption 37,247,257 209,262 37,456,519 Total Liabilities, Temporary Equity and Stockholders’ Deficit 37,703,500 209,262 37,912,762 Redemption price 10.52 0.06 10.58 Statement of Cash Flows: Supplemental disclosure of non-cash financing activities: Remeasurement of Class A common stock subject to possible redemption 5,016,618 209,262 5,225,880 Due from Sponsor — 209,262 209,262 March 31, 2023 As Previously Reported Adjustments As Restated Balance Sheet: Due from Sponsor $ — $ 211,945 $ 211,945 Total Assets 38,515,189 211,945 38,727,134 Class A Common Stock subject to possible redemption 37,992,262 211,945 38,204,207 Total Liabilities, Temporary Equity and Stockholders’ Deficit 38,515,189 211,945 38,727,134 Redemption price 10.73 0.06 10.79 Statement of Cash Flows: Supplemental disclosure of non-cash financing activities: Remeasurement of Class A common stock subject to possible redemption 745,006 211,945 956,951 Due from Sponsor — 211,945 211,945 June 30, 2023 As Previously Reported Adjustments As Restated Balance Sheet: Due from Sponsor $ — $ 214,693 $ 214,693 Total Assets 12,289,235 214,693 12,503,928 Class A Common Stock subject to possible redemption 11,899,026 214,693 12,113,719 Total Liabilities, Temporary Equity and Stockholders’ Deficit 12,289,235 214,693 12,503,928 Redemption price 10.91 0.20 11.11 Statement of Cash Flows: Supplemental disclosure of non-cash financing activities: Remeasurement of Class A common stock subject to possible redemption 1,189,805 214,693 1,404,498 Due from Sponsor — 214,693 214,693 September 30, 2023 As Previously Reported Adjustments As Restated Balance Sheet: Due from Sponsor $ — $ 217,507 $ 217,507 Total Assets 11,982,714 217,507 12,200,221 Class A Common Stock subject to possible redemption 12,033,190 217,507 12,250,697 Total Liabilities, Temporary Equity and Stockholders’ Deficit 11,982,714 217,507 12,200,221 Redemption price 11.03 0.20 11.23 Statement of Cash Flows: Supplemental disclosure of non-cash financing activities: Remeasurement of Class A common stock subject to possible redemption 1,323,969 217,507 1,541,476 Due from Sponsor — 217,507 217,507 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These consolidated financial statements include the accounts of Maquia Capital Acquisition Corporation and its wholly owned subsidiary, Maquia Merger Sub, Inc. All intercompany balances and transactions have been eliminated in consolidation. Emerging growth company The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.235 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30 th Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at December 31, 2023 or December 31, 2022. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“ FASB SAB Expenses of Offering Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2023 and December 31, 2022 and no amounts accrued for interest and penalties. 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 is subject to income tax examinations by major taxing authorities since inception. Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity stock subject to possible redemption in the amount of $12,680,351, $37,456,519, $38,204,207, $12,113,719 and 12,250,697, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value, which approximates fair value, at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Shares Dollars Class A common stock subject to possible redemption - December 31, 2021 17,309,719 $ 175,693,636 Redemption and withdrawals (13,769,910) (143,462,997) Due from Sponsor — 209,262 Remeasurement carrying value to redemption value — 5,016,618 Class A common stock subject to possible redemption – December 31, 2022 3,539,809 37,456,519 Due from Sponsor — 265,776 Redemption and withdrawals (2,449,091) (26,538,036) Remeasurement carrying value to redemption value — 1,496,092 Class A common stock subject to possible redemption – December 31, 2023 1,090,718 $ 12,680,351 Net (loss) income per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating (loss) income per share of common stock. Re-measurement associated with the redeemable shares of Class A common stock is excluded from (loss) income per common share as the redemption value approximates fair value. The calculation of diluted (loss) income per share of common stock 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 8,946,731 shares of Class A common stock in the aggregate. As of December 31, 2023 and December 31, 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 earnings of the Company. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the period presented. Class B Founder Shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. Non-redeemable common stock includes the Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 Class A Class B Basic and diluted net (loss) per share Numerator: Allocation of net (loss) $ (547,099) $ (412,991) Denominator: Basic and diluted weighted average shares outstanding 3,994,189 3,015,106 Basic and diluted net (loss) per share $ (0.14) $ (0.14) For the Year Ended December 31, 2022 Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 5,593,607 $ 1,599,663 Denominator: Basic and diluted weighted average shares outstanding 15,737,185 4,500,528 Basic and diluted net income per share $ 0.36 $ 0.36 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. As of December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Financial Instruments The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Level 2 Level 3 The Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 3 assets and liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging i.e. The Company has determined that the Public Warrants and the Private Placement Warrants are derivative instruments. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “ Fair Value Measurement The Company has determined that the conversion option of the First Extension Note is a derivative instrument. The Company has elected to recognize the First Extension Note, including the conversion option, at fair value as permitted under ASC Topic 815. The First Extension Note is measured at fair value at issuance and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statement of operations in the period of change. The Company recognized an unrealized loss of $766,257 and an unrealized gain on fair value of debt for the change in the fair value of the first extension Note of $2,424,673 for years ended December 31, 2023 and 2022, respectively, which is included in change in fair value of derivative liabilities on the accompanying statements of operations. Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement, respectively, in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging Recently issued accounting pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. We do not believe that any recently other issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. Recently Adopted Accounting Standards On January 1, 2023, the Company adopted ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This guidance was issued to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Specifically, this guidance requires entities to utilize a new “expected loss” model as it relates to financial instruments and receivables. The adoption of ASU 2016-13 did not have any impact to the Company’s financial position, results of operations or cash flows. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 12 Months Ended |
Dec. 31, 2023 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, which was consummated in May 2021, the Company sold 17,309,719 Units, which includes underwriters’ over-allotment, at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $173.1 million. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS. | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On January 28, 2021, the Company issued an aggregate of 5,750,000 shares of Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash. On May 4, 2021, the Sponsor returned to the Company, at no cost, an aggregate of 1,150,000 founder shares, which the Company cancelled. Shares and associated accounts have been retroactively restated to reflect the surrender of 1,150,000 Class B ordinary shares to the Company for no consideration on May 4, 2021. The Sponsor also transferred 70,000 founder shares to ARC Group Limited in consideration of services provided by such party as financial advisor to the Company in connection with the offering and recorded $529,200 which is recorded as a stock issuance cost. As a result, the Sponsor currently owns 4,530,000 founder shares. Such Class B common stock included an aggregate of up to 600,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the Sponsor will collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the initial stockholders do not purchase any Public Shares in the Initial Public Offering and excluding the Private Placement Units and underlying securities). On May 7, 2021, the Company issued 160,000 shares of Class B common stock to the underwriter for services rendered and recorded $1,209,600 which is recorded as a stock issuance cost. On May 12, 2021, the Company issued 13,098 shares of Class B common stock to the underwriter for services rendered and recorded $99,021 which is recorded as a stock issuance cost. As a result of the underwriters’ election to partially exercise their over-allotment option on May 10, 2021, 272,570 Founder Shares are no longer subject to forfeiture. The initial stockholder has agreed not to transfer, assign or sell any of the Class B common stock or shares of Common Stock issuable upon conversion thereof, until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. On April 21, 2023, the Sponsor elected to convert on a one-for-one basis one-half of the Founder Shares held by it, or 2,128,715 shares of the Company’s Class B common stock (the “Founder Conversion”), into shares of Class A common, and following the Founder Conversion, the Sponsor continued to own 2,128,715 shares of Class B common stock. The 2,128,715 shares of Class A common stock issued to the Sponsor in connection with the Founder Conversion and the 2,128,715 shares of Class B common stock continued to be owned by our Sponsor are collectively referred to herein, where the context warrants after the Founder Conversion, as the “Founder Shares”. The Founder Shares following the Founder Conversion are subject to the same restrictions as the Class B common stock before the Founder Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the prospectus for the IPO. The Founder Shares are entitled to registration rights. Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of an aggregate of 583,743 units, which includes underwriters’ over-allotment, to the Sponsor at a purchase price of $10.00 per unit, generating gross proceeds to the Company in the amount of $5,837,430. In 2021, due to the downsizing of the Initial Public Offering, $124,289 of funds were returned to the Sponsor. A portion of the proceeds from the Private Placement Units was 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 Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination. Promissory Note – Related Party On January 29, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Initial Public Offering. The note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Initial Public Offering. In 2021, the Company borrowed $177,111 under this promissory note, which was repaid in full. As of December 31, 2023 and 2022, the balance outstanding under the promissory note with the Sponsor was $0. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes and any other loans made by the Sponsor or its affiliates (including the loans made to effectuate extensions as described below), the Company’s officers and directors, or the Company’s and their affiliates prior to or in connection with a Business Combination may be converted upon consummation of a Business Combination into additional Private Placement Units at a price of $10.00 per Unit. 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. As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans. Pursuant to its amended and restated certificate of incorporation, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months to complete a Business Combination). In order to effectuate such extensions, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,730,972 ($0.10 per share) on or prior to the date of the applicable deadline, for each three-month extension (or up to an aggregate of $3,461,944 or $0.20 per share if the Company extends for the full six months). Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and payable upon the consummation of a Business Combination out of the proceeds of the trust account released to it. If the Company does not consummate a Business Combination, such loans will not be repaid. The Company elected the Fair Value option of accounting for the First Extension Note. On May 3, 2022, the Company issued a promissory note (the “Note”) in the principal amount of $1,730,972 (the “Extension Payment”) to the Sponsor in connection with the First Extension (as defined below). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company’s initial business combination is consummated and (ii) the liquidation of the Company. At the election of the Sponsor, up to $1,500,000 of the unpaid principal amount of the Note may be converted into units of the Company (the “Conversion Units”) with the total Conversion Units so issued shall be equal to: (x) the portion of the principal amount of the Note being converted divided by (y) the conversion price of ten dollars ($10.00), rounded up to the nearest whole number of units. On August 4, 2022, the Company amended and restated the Note (the “Amended Note”) in its entirety solely to increase the principal amount thereunder from $1,730,972 to $3,461,944 in connection with the Second Extension. As a result of stockholder approval of the Charter Amendment, and the Company’s implementation thereof, the Sponsor or its designees will contribute to the Company as a loan an aggregate of $ 0.045 for each share of Class A commons stock that is not redeemed, for each calendar month (commencing on November 7, 2022 and on the 7th day of each subsequent month) until May 7, 2023 (each, an “Extension Period”), or portion thereof, that is needed to complete an initial business combination (the “Contribution”). As a result of stockholder approval of the Extension and the Company’s implementation thereof, on November 14, 2022, the Company issued a promissory note in the principal amount of up to $955,748 to the Sponsor, pursuant to which the Sponsor loaned to the Company up to an aggregate of $955,748 (the “Extension Funds”) to deposit into the Company’s trust account for each share of the Company’s Class A common stock that was not redeemed in connection with the Extension. The Company will cause the Extension Funds to be deposited into the Trust Account, which equates to approximately $0.045 per non-redeemed Public Share, for each month past November 7, 2022 until May 7, 2023 that the Company needs to complete an Initial Business Combination. The Company deposited $637,166 into the trust account in 2023 related to the Extension funds. On May 5, 2023, as a result of stockholder approval of the Extension and the Company’s implementation thereof, on May 22, 2023, the Company issued two promissory notes in the principal amount of up to $245,412 and $250,000 respectively to the Sponsor. On August 2, 2023, the Company issued an additional promissory note to the Sponsor for an amount of $150,000. The Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s Initial Business Combination, or (b) the date of the liquidation of the Company. Based on the outstanding 1,090,718 Public Shares following redemptions, each monthly Contribution will be $27,268 which will be deposited in the Trust Account within five (5) business days from the beginning of such calendar month (or portion thereof). The Company will have the sole discretion whether to continue extending for additional calendar months until August 7, 2024. If the Company opts not to utilize any remaining portion of the Extension Period, then the Company will liquidate and dissolve promptly in accordance with its charter, and its Sponsor’s obligation to make additional Contributions will terminate. The Company made deposits totaling $218,144 during the year ended December 31, 2023, representing the respective months of extension payments related to the new 2023 notes. As of December 31, 2023 and 2022, outstanding loans, at cost, totaled $5,102,453 and $3,780,526, respectively, at December 31, 2023 and 2022, and the carrying value was $3,444,038 and $1,355,854, respectively, at December 31, 2023 and 2022 (see Note 8). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the founder shares, the representative shares (see Note 7) as well as the holders of the Private Placement Units (and underlying securities) and any securities issued in payment of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding anything to the contrary, such holders may only make a demand registration (i) on one occasion and (ii) during the five year period beginning on the effective date of the Initial Public Offering. The holders of the majority of the founder shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these common stock are to be released from escrow. The holders of a majority of the Private Placement Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, such holders may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,400,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. In connection with this issuance, the Company recorded an over-allotment liability of $162,847. On May 12, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 1,309,719 Units. Upon partial exercise of the over-allotment option, an additional 32,743 Private Placement Units were purchased and $59,141 of the remaining overallotment liability was recorded to change in fair value of derivative liabilities in the accompanying statement of operations. As a result of the underwriters’ election to partially exercise their over-allotment option, 272,570 Founder Shares are no longer subject to forfeiture. The underwriters were entitled to a cash underwriting discount of: (i) one percent (1.00%) of the gross proceeds of the Initial Public Offering. The cash discount of $1,730,972 was paid in May 2021 upon the closing of the IPO. In addition, the underwriters are entitled to a deferred fee of three percent (3.00%) of the gross proceeds of the Initial Public Offering upon the closing of a Business Combination. The deferred fee after the IPO was consummated in May 2021 was $5,192,916. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Right of First Refusal For a period beginning on the closing of this offering and ending 18 months from the closing of a business combination, we have granted EF Hutton, division of Benchmark Investment, LLC a right of first refusal to acting as sole investment banker, sole book runner and/or sole placement for any and all future private or public equity and debt offerings, including equity-linked financings during such period. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
WARRANTS | |
WARRANTS | NOTE 7. WARRANTS At December 31, 2023 and December 31, 2022, the Company had 8,654,860 Public Warrants and 291,872 Private Placement Warrants outstanding, respectively. On April 12, 2021, the SEC issued a statement with respect to the accounting for warrants issued by special purchase acquisition companies. In light of the SEC Staff’s Statement, the Company has determined that the fair value of the warrants should be classified as a warrant liability on the Company’s balance sheets and subsequent changes to the fair value of the warrants will be recorded in the Company’s statements of operations. 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) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Initial Public Offering. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such common stock. Notwithstanding the foregoing, if a registration statement covering the common stock issuable upon the exercise of the Public Warrants is not effective within 60 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company may call the warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. 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 stock issuable upon the exercise of the Private Placement Warrants are not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The exercise price is $11.50 per share, subject to adjustment as described herein. In addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our Sponsor or its affiliates, without taking into account any founder shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classified each Warrant as a liability at its fair value, and the Warrants were allocated a portion of the proceeds from the issuance of the Units equal to their fair value determined by the Monte Carlo simulation. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Warrants will be reclassified as of the date of the event that causes the reclassification. In the Company’s fiscal quarter ended on June 30, 2021, the warrants detached from the units and started trading, therefore, since the fiscal quarter ended on June 30, 2021, the trading price for the public warrants will be used as the fair value of the public warrants. For the Private Placement Warrants at December 31, 2023, the following assumptions were used to calculate the fair value: December 31, December 31, 2023 2022 Risk-free interest rate 3.84 % 3.98 % Expected life 5.19 years 5.35 years Expected volatility of underlying stock 0 % 0 % Dividends 0 % 0 % As of December 31, 2023 and December 31, 2022, the derivative liability associated with warrants was $165,954 and $323,251, respectively. In addition, for the years ended December 31, 2023 and 2022, the Company recorded a loss of $157,297 and a gain of $4,175,922, respectively, on the change in fair value of the derivative warrants which is included in change in fair value of derivative liabilities in the accompanying statements of operations. |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2023 | |
STOCKHOLDERS' EQUITY (DEFICIT) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 8. STOCKHOLDERS’ EQUITY (DEFICIT) Class A Common Stock On November 4, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from November 7, 2022 to May 7, 2023 or such earlier date as determined by the Company’s board of directors (the “Board”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on November 4, 2022. In connection with the Meeting, stockholders holding 13,769,910 shares of Class A common stock (“Public Shares”) exercised there right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”). As a result, approximately $143,462,997 (approximately $10.42 per Public Share) was removed from the Trust Account and paid to such holders and approximately $36.9 million remains in the Trust Account after the redemption event. Following this redemption, the Company has 3,539,809 Public Shares outstanding. In April 2023, the Company converted 2,128,715 of Class B Common Stock to non-redeemable Class A Common Stock increasing non-redeemable Class A Common Stock from 583,743 shares to 2,712,458 shares and reducing Class B Common Stock from 4,257,430 shares to 2,128,715 shares. On May 5, 2023, the Company held a special meeting in lieu of the 2023 annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from May 7, 2023 to February 7, 2024 or such earlier date as determined by the Company’s board of directors (the “Board”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on May 5, 2023. In connection with the Meeting, stockholders holding 2,449,091 shares of Class A common stock (“Public Shares”) exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”). As a result, approximately $26,538,036 (approximately $10.84 per Public Share) was removed from the Trust Account and paid to such holders and approximately $11.9 million remained in the Trust Account after the redemption event. Following this redemption, the Company has 1,090,718 Public Shares outstanding. Class B Common Stock Preferred Shares no |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
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: Level 2: Level 3: The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, December 31, Description Level 2023 2022 Assets: Marketable securities held in the Trust Account 1 $ 11,957,157 $ 37,570,177 Liabilities: Note payable – Sponsor 3 $ 1,803,529 1,037,272 Warrant Liability – Private Placement Warrants 3 $ 5,837 $ 11,675 Warrant Liability – Public Warrants 1 $ 160,117 $ 311,575 The Public Warrants and the Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities in the balance sheets. The Warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative liabilities in the statement of operations. Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of the Class A Common Stock and one-half of one Public Warrant), (ii) the sale of the Private Placement Warrants and (iii) the issuance of the Class B Common Stock, first to the Warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to the Class A Common Stock subject to possible redemption (temporary equity), the Class A Common Stock (permanent equity) and the Class B Common Stock (permanent equity) based on their relative fair values at the initial measurement date. At the initial measurement date, the Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. As of December 31, 2023 and 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As of December 31, 2023 and 2022, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the implied volatilities of comparable companies and the closing price as of December 31, 2023 and 2022 per Public Warrant to estimate the volatility for the Private Placement Warrants. As of December 31, 2023 and 2022, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. As of December, 31, 2023, the fair value of the First Extension Note is the aggregate of (i) the liquidation-adjusted present value of the straight debt, discounted by a six-month risk-free yield of 5.5% and spread on extrapolatable corporate bonds of 8.6% prevalent at the time of valuation; (ii) the liquidation-adjusted fair value of the call option using the Black-Scholes method taking the stock price $11.40, six-month risk-free yield of 5.5% and volatility of 19.4% observed in extrapolatable benchmarks, prevalent at the time of the valuation; and (iii) the fair value of the warrants derived at $0.02 from the convertible units. The assumption for the probably of a business combination is 50%. As of December, 31, 2022, the fair value of the first extension note is the aggregate of (i) the liquidation-adjusted present value of the straight debt, discounted by a six-month risk-free yield of 4.5% and spread on extrapolatable corporate bonds of 11.2% prevalent at the time of valuation; (ii) the liquidation-adjusted fair value of the call option using the Black-Scholes method taking the stock price $10.42, six-month risk-free yield of 4.5% and volatility of 31.6% observed in extrapolatable benchmarks, prevalent at the time of the valuation; and (iii) the fair value of the warrants derived at $0.10 from the convertible units. The assumption for the probably of a business combination is 30%. At issuance, the fair value of the note is the aggregate of (i) the liquidation-adjusted present value of the straight debt, discounted by a six-month risk-free yield of 1.4% and spread on extrapolatable corporate bonds of 7.8% prevalent at the time of valuation; (ii) the liquidation-adjusted fair value of the call option using the Black-Scholes method taking the stock price $10.15, six-month risk-free yield of 4.5% and volatility of 26.4% observed in extrapolatable benchmarks, prevalent at the time of the valuation; and (iii) the fair value of the warrants derived at $0.10 from the convertible units. The assumption for the probably of a business combination is 20%. |
TAXES
TAXES | 12 Months Ended |
Dec. 31, 2023 | |
TAXES | |
TAXES | NOTE 10. TAXES The Company’s net deferred tax assets (liabilities) is as follows: December 31, December 31, 2023 2022 Deferred tax assets (liabilities): Net operating losses $ — $ — Start up costs 393,626 207,331 Unrealized gain on investments held in Trust account — (46,496) Total deferred tax assets 393,626 160,835 Valuation Allowance (393,626) (207,331) Deferred tax liability, net $ — $ (46,496) Below is breakdown of the income tax provision. For the For the Year Year Ended Ended December 31, 2023 December 31, 2022 Federal Current $ 278,332 $ 234,087 Deferred (193,078) (38,730) State and local Current 72,526 48,434 Deferred (40,050) (8,013) Change in valuation allowance 186,294 101,829 Income tax provision $ 304,024 $ 337,607 There were no NOLs as of December 31, 2023 and 2022. The net operating losses are not available to be used until the tax returns are filed. 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 $186,294 and $101,829 A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the For the Year Year Ended Ended December 31, December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % State tax, net of federal tax benefit 4.4 % 4.4 % Change in fair value of warrant liability 6.1 % (14.1) % Change in fair value of debt (29.8) % (8.2) % Non-deductible costs (20.3) % — % Return to provision adjustment (9.9) % — % Valuation allowance (17.9) % 1.4 % Income tax provision (46.4) % 4.5 % The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2023 and 2022, due to the valuation allowance recorded on the Company’s net operating losses and start up costs as well as the change in the fair value of the warrant liability and debt, state tax, net of federal tax benefit and the warrant issuance costs. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Florida to be a significant state tax jurisdiction. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, except as identified below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Business Combination Agreement On January 8, 2024, Maquia, the Company and Merger Sub entered into Amendment No. 2 to the Business Combination Agreement (the “ Amended BCA Delisting Notice On January 8, 2024, the Company, received a notice from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) (the “Notice”) of failure to satisfy a continued listing standard from Nasdaq under Listing Rule 5620(a). The Notice indicated that the Company failed to hold an annual meeting of stockholders within the required twelve-month period from the end of the Company’s fiscal year. The Notice is only a notification of deficiency, not of imminent delisting. Extension Amendment On February 5, 2024, the Company, held a special meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to extend the date by which the Company must consummate its initial business combination from February 7, 2024 to August 7, 2024 (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”). In connection with the vote to approve the Extension Amendment Proposal, public stockholders holding 93,402 of the Company’s Class A common stock, par value $0.0001, properly exercised their right to redeem their shares for a cash payment out of the Company’s trust account in connection with the Extension Amendment Proposal. Redemption Overpayment On November 4, 2022, the Company held a special meeting in lieu of the 2022 annual meeting of stockholders (the “Meeting”). The purpose of the Meeting was, among other things, to approve Extension #1 extending the outside date for completing the Business Combination. In connection with the Meeting, as set forth in the Company’s Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2022, the holders of 13,769,910 shares of the Company’s Class A common stock (the “Redeeming Stockholders”) properly exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”). On November 30, 2022, a redemption payment was made to the Redeeming Stockholders by Continental Stock Transfer & Trust Company (“CST”), as trustee of the trust account set up at the time of the Company’s initial public offering for the benefit of the Company’s public stockholders (the “Trust Account”), at a rate of $10.41858638 per share. It was later determined in mid-2023 that the Company did not withdraw all the interest from the Trust Account that it was allowed to withdraw to cover federal income and State of Delaware franchise taxes (collectively the “Taxes”) which had accrued in the amount of $261,900 and, therefore, the redemption payment should have only been $10.40345615 per share. This meant that the Redeeming Stockholders were overpaid in the amount of $0.01513023 per share or a total of $208,342 (the “Overpayment Amount”). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These consolidated financial statements include the accounts of Maquia Capital Acquisition Corporation and its wholly owned subsidiary, Maquia Merger Sub, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
Emerging growth company | Emerging growth company The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates. The Company will remain an emerging growth company until the earliest of (i) the last day of the first fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which the Company’s total annual gross revenue is at least $1.235 billion or (c) when the Company is deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30 th |
Use of estimates | Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents at December 31, 2023 or December 31, 2022. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board (“ FASB SAB Expenses of Offering |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2023 and December 31, 2022 and no amounts accrued for interest and penalties. 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 is subject to income tax examinations by major taxing authorities since inception. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for the Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480, “ Distinguishing Liabilities from Equity stock subject to possible redemption in the amount of $12,680,351, $37,456,519, $38,204,207, $12,113,719 and 12,250,697, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value, which approximates fair value, at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the re-measurement from initial carrying value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital (to the extent available), accumulated deficit and Class A common stock. Shares Dollars Class A common stock subject to possible redemption - December 31, 2021 17,309,719 $ 175,693,636 Redemption and withdrawals (13,769,910) (143,462,997) Due from Sponsor — 209,262 Remeasurement carrying value to redemption value — 5,016,618 Class A common stock subject to possible redemption – December 31, 2022 3,539,809 37,456,519 Due from Sponsor — 265,776 Redemption and withdrawals (2,449,091) (26,538,036) Remeasurement carrying value to redemption value — 1,496,092 Class A common stock subject to possible redemption – December 31, 2023 1,090,718 $ 12,680,351 |
Net (loss) income per share | Net (loss) income per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period. The Company applies the two-class method in calculating (loss) income per share of common stock. Re-measurement associated with the redeemable shares of Class A common stock is excluded from (loss) income per common share as the redemption value approximates fair value. The calculation of diluted (loss) income per share of common stock 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 8,946,731 shares of Class A common stock in the aggregate. As of December 31, 2023 and December 31, 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 earnings of the Company. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the period presented. Class B Founder Shares subject to forfeiture are not included in weighted average shares outstanding until the forfeiture restrictions lapse. Non-redeemable common stock includes the Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features. The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Year Ended December 31, 2023 Class A Class B Basic and diluted net (loss) per share Numerator: Allocation of net (loss) $ (547,099) $ (412,991) Denominator: Basic and diluted weighted average shares outstanding 3,994,189 3,015,106 Basic and diluted net (loss) per share $ (0.14) $ (0.14) For the Year Ended December 31, 2022 Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 5,593,607 $ 1,599,663 Denominator: Basic and diluted weighted average shares outstanding 15,737,185 4,500,528 Basic and diluted net income per share $ 0.36 $ 0.36 |
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. As of December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Financial Instruments | Financial Instruments The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Level 2 Level 3 The Company does not have any recurring Level 2 assets or liabilities, see Note 8 for Level 3 assets and liabilities. The carrying value of the Company’s financial instruments including its cash and accrued liabilities approximate their fair values principally because of their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging i.e. The Company has determined that the Public Warrants and the Private Placement Warrants are derivative instruments. As the Public Warrants and the Private Placement Warrants meet the definition of a derivative, the Public Warrants and the Private Placement Warrants are measured at fair value at issuance and at each reporting date in accordance with ASC 820, “ Fair Value Measurement The Company has determined that the conversion option of the First Extension Note is a derivative instrument. The Company has elected to recognize the First Extension Note, including the conversion option, at fair value as permitted under ASC Topic 815. The First Extension Note is measured at fair value at issuance and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statement of operations in the period of change. The Company recognized an unrealized loss of $766,257 and an unrealized gain on fair value of debt for the change in the fair value of the first extension Note of $2,424,673 for years ended December 31, 2023 and 2022, respectively, which is included in change in fair value of derivative liabilities on the accompanying statements of operations. |
Warrant Instruments | Warrant Instruments The Company accounts for the Public Warrants and the Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement, respectively, in accordance with the guidance contained in FASB ASC 815, “ Derivatives and Hedging |
Recently issued accounting pronouncements | Recently issued accounting pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company is currently assessing what impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows. We do not believe that any recently other issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Summary of effect of the restatement on each financial statement | The following tables summarize the effect of the restatement on each financial statement line items as of the dates, and for the period, indicated: December 31, 2022 As Previously Reported Adjustments As Restated Balance Sheet: Due from Sponsor $ — $ 209,262 $ 209,262 Total Assets 37,703,500 209,262 37,912,762 Class A Common Stock subject to possible redemption 37,247,257 209,262 37,456,519 Total Liabilities, Temporary Equity and Stockholders’ Deficit 37,703,500 209,262 37,912,762 Redemption price 10.52 0.06 10.58 Statement of Cash Flows: Supplemental disclosure of non-cash financing activities: Remeasurement of Class A common stock subject to possible redemption 5,016,618 209,262 5,225,880 Due from Sponsor — 209,262 209,262 March 31, 2023 As Previously Reported Adjustments As Restated Balance Sheet: Due from Sponsor $ — $ 211,945 $ 211,945 Total Assets 38,515,189 211,945 38,727,134 Class A Common Stock subject to possible redemption 37,992,262 211,945 38,204,207 Total Liabilities, Temporary Equity and Stockholders’ Deficit 38,515,189 211,945 38,727,134 Redemption price 10.73 0.06 10.79 Statement of Cash Flows: Supplemental disclosure of non-cash financing activities: Remeasurement of Class A common stock subject to possible redemption 745,006 211,945 956,951 Due from Sponsor — 211,945 211,945 June 30, 2023 As Previously Reported Adjustments As Restated Balance Sheet: Due from Sponsor $ — $ 214,693 $ 214,693 Total Assets 12,289,235 214,693 12,503,928 Class A Common Stock subject to possible redemption 11,899,026 214,693 12,113,719 Total Liabilities, Temporary Equity and Stockholders’ Deficit 12,289,235 214,693 12,503,928 Redemption price 10.91 0.20 11.11 Statement of Cash Flows: Supplemental disclosure of non-cash financing activities: Remeasurement of Class A common stock subject to possible redemption 1,189,805 214,693 1,404,498 Due from Sponsor — 214,693 214,693 September 30, 2023 As Previously Reported Adjustments As Restated Balance Sheet: Due from Sponsor $ — $ 217,507 $ 217,507 Total Assets 11,982,714 217,507 12,200,221 Class A Common Stock subject to possible redemption 12,033,190 217,507 12,250,697 Total Liabilities, Temporary Equity and Stockholders’ Deficit 11,982,714 217,507 12,200,221 Redemption price 11.03 0.20 11.23 Statement of Cash Flows: Supplemental disclosure of non-cash financing activities: Remeasurement of Class A common stock subject to possible redemption 1,323,969 217,507 1,541,476 Due from Sponsor — 217,507 217,507 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of change in carrying value of redeemable class A common stock | |
Schedule of calculation of basic and diluted net income (loss) per common share | For the Year Ended December 31, 2023 Class A Class B Basic and diluted net (loss) per share Numerator: Allocation of net (loss) $ (547,099) $ (412,991) Denominator: Basic and diluted weighted average shares outstanding 3,994,189 3,015,106 Basic and diluted net (loss) per share $ (0.14) $ (0.14) For the Year Ended December 31, 2022 Class A Class B Basic and diluted net income per share Numerator: Allocation of net income $ 5,593,607 $ 1,599,663 Denominator: Basic and diluted weighted average shares outstanding 15,737,185 4,500,528 Basic and diluted net income per share $ 0.36 $ 0.36 |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
WARRANTS | |
Schedule of private placement warrants | December 31, December 31, 2023 2022 Risk-free interest rate 3.84 % 3.98 % Expected life 5.19 years 5.35 years Expected volatility of underlying stock 0 % 0 % Dividends 0 % 0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of assets and liabilities that are measured at fair value | December 31, December 31, Description Level 2023 2022 Assets: Marketable securities held in the Trust Account 1 $ 11,957,157 $ 37,570,177 Liabilities: Note payable – Sponsor 3 $ 1,803,529 1,037,272 Warrant Liability – Private Placement Warrants 3 $ 5,837 $ 11,675 Warrant Liability – Public Warrants 1 $ 160,117 $ 311,575 |
TAXES (Tables)
TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
TAXES | |
Schedule of net deferred tax asset (liabilities) | December 31, December 31, 2023 2022 Deferred tax assets (liabilities): Net operating losses $ — $ — Start up costs 393,626 207,331 Unrealized gain on investments held in Trust account — (46,496) Total deferred tax assets 393,626 160,835 Valuation Allowance (393,626) (207,331) Deferred tax liability, net $ — $ (46,496) |
Schedule of income tax provision | For the For the Year Year Ended Ended December 31, 2023 December 31, 2022 Federal Current $ 278,332 $ 234,087 Deferred (193,078) (38,730) State and local Current 72,526 48,434 Deferred (40,050) (8,013) Change in valuation allowance 186,294 101,829 Income tax provision $ 304,024 $ 337,607 |
Schedule of reconciliation of the federal income tax rate to the effective tax rate | For the For the Year Year Ended Ended December 31, December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % State tax, net of federal tax benefit 4.4 % 4.4 % Change in fair value of warrant liability 6.1 % (14.1) % Change in fair value of debt (29.8) % (8.2) % Non-deductible costs (20.3) % — % Return to provision adjustment (9.9) % — % Valuation allowance (17.9) % 1.4 % Income tax provision (46.4) % 4.5 % |
DESCRIPTION OF ORGANIZATION, BU
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||
May 07, 2023 | May 12, 2021 | May 10, 2021 | May 07, 2021 | May 31, 2021 | Dec. 31, 2023 | May 07, 2024 | May 06, 2024 | Apr. 05, 2024 | Mar. 27, 2024 | May 05, 2023 | Dec. 31, 2022 | Nov. 04, 2022 | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Stockholders holding shares (in Shares) | 2,449,091 | 13,769,910 | |||||||||||
Public shares outstanding (in Shares) | 1,090,718 | 3,539,809 | |||||||||||
Interest expenses | $ 100,000 | ||||||||||||
Obligation to redeem, percentage | 100% | ||||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||||
Sponsor monthly loans extension | $ 159,291 | 27,268 | |||||||||||
Aggregate amount deposited into the trust account | 218,144 | ||||||||||||
Aggregate deposited into the trust account | $ 955,748 | ||||||||||||
Redeem outstanding, percentage | 100% | ||||||||||||
Pay dissolution expenses | $ 100,000 | ||||||||||||
Available cash at closing for closing business combination | $ 23,400,000 | $ 21,900,000 | |||||||||||
Total Cumulative amount | 1,126,832 | ||||||||||||
Cumulative amount withdrawn from trust account | 1,375,000 | ||||||||||||
Cumulative amount over withdrawn from trust account | 248,168 | ||||||||||||
Interest amount replenished into trust account | $ 6,512 | $ 12,016 | |||||||||||
Federal income and State of Delaware franchise taxes accrued | $ 261,900 | ||||||||||||
Adjusted redemption price per share | $ 10.40 | ||||||||||||
Amount overpaid to redeeming shareholders | $ 208,342 | ||||||||||||
Loan amount | $ 177,111 | ||||||||||||
Excise tax | 1% | ||||||||||||
Corporate alternative minimum tax | 15% | ||||||||||||
Excise tax amount | $ 265,380 | ||||||||||||
IPO | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Public offering units (in Shares) | 16,000,000 | 17,309,719 | |||||||||||
Price per units (in Dollars per share) | $ 10 | $ 10 | $ 10.15 | ||||||||||
Generating gross proceeds | $ 160,000,000 | $ 173,100,000 | |||||||||||
Incurring offering costs | 7,000,000 | ||||||||||||
Deferred underwriting commissions | $ 5,192,916,000,000 | ||||||||||||
Incurred additional offering costs | $ 584,295 | ||||||||||||
Net proceeds | $ 175,700,000 | ||||||||||||
Fair market value, percentage | 80% | ||||||||||||
Outstanding voting securities, percentage | 50% | ||||||||||||
Net tangible assets | $ 5,000,001 | ||||||||||||
Redemption rights, percentage | 15% | ||||||||||||
Additional units (in Dollars per share) | $ 0.20 | ||||||||||||
Over-allotment option | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Public offering units (in Shares) | 1,309,719 | 2,400,000 | |||||||||||
Public share | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Price per units (in Dollars per share) | $ 10.15 | ||||||||||||
Obligation to redeem, percentage | 100% | ||||||||||||
Class A Common Stock | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Public offering units (in Shares) | 1,309,719 | ||||||||||||
Price per units (in Dollars per share) | $ 10 | ||||||||||||
Number of shares (in Shares) | 1 | 1 | |||||||||||
Redeemable warrant (in Shares) | 1 | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
warrant purchases (in Shares) | 1 | ||||||||||||
Common stock price par share (in Dollars per share) | $ 11.50 | ||||||||||||
Class A Common Stock | IPO | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Number of shares (in Shares) | 1 | ||||||||||||
Class A Common Stock | Over-allotment option | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | ||||||||||||
Shares issued amount | $ 13,097,190 | ||||||||||||
Incurred additional offering costs | 130,972 | ||||||||||||
Class B Common Stock | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Shares issued (in Shares) | 13,098 | ||||||||||||
Stock issuance cost | $ 99,021 | ||||||||||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Class B Common Stock | IPO | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Shares issued (in Shares) | 160,000 | ||||||||||||
Stock issuance cost | $ 1,209,600 | ||||||||||||
Sponsor | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Gross proceeds | $ 327,430 | ||||||||||||
Founder shares | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Generating gross proceeds | $ 25,000 | ||||||||||||
Founders shares forfeited (in Shares) | 272,570 | ||||||||||||
Founder shares | Over-allotment option | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Over allotment option (in Shares) | 327,430 | ||||||||||||
Warrant | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Redeemable warrant (in Shares) | 1 | ||||||||||||
Warrant | IPO | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Incurred additional offering costs | $ 494,344 | ||||||||||||
Private placement warrants | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Private placement units (in Shares) | 583,743 | 551,000 | |||||||||||
Purchase price per units (in Dollars per share) | $ 10 | $ 10 | |||||||||||
Gross proceeds | $ 5,837,430 | $ 5,510,000 | |||||||||||
Private placement warrants | Sponsor | |||||||||||||
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN | |||||||||||||
Private placement units (in Shares) | 32,743 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Balance Sheet: | |||||
Due from Sponsor | $ 217,507 | $ 214,693 | $ 211,945 | $ 209,262 | |
Total Assets | 12,200,221 | 12,503,928 | 38,727,134 | $ 12,582,910 | 37,912,762 |
Class A common stock subject to possible redemption | 12,250,697 | 12,113,719 | 38,204,207 | 12,680,351 | 37,456,519 |
Total Liabilities, Temporary Equity and Stockholders' Deficit | $ 12,200,221 | $ 12,503,928 | $ 38,727,134 | 12,582,910 | $ 37,912,762 |
Redemption price | $ 11.23 | $ 11.11 | $ 10.79 | $ 10.58 | |
Supplemental disclosure of non-cash financing activities: | |||||
Remeasurement of Class A common stock subject to possible redemption | $ 1,541,476 | $ 1,404,498 | $ 956,951 | $ 5,225,880 | |
Due from Sponsor | 217,507 | 214,693 | 211,945 | $ 265,776 | 209,262 |
As Previously Reported | |||||
Balance Sheet: | |||||
Due from Sponsor | 0 | 0 | |||
Total Assets | 11,982,714 | 12,289,235 | 38,515,189 | 37,703,500 | |
Class A common stock subject to possible redemption | 12,033,190 | 11,899,026 | 37,992,262 | 37,247,257 | |
Total Liabilities, Temporary Equity and Stockholders' Deficit | $ 11,982,714 | $ 12,289,235 | $ 38,515,189 | $ 37,703,500 | |
Redemption price | $ 11.03 | $ 10.91 | $ 10.73 | $ 10.52 | |
Supplemental disclosure of non-cash financing activities: | |||||
Remeasurement of Class A common stock subject to possible redemption | $ 1,323,969 | $ 1,189,805 | $ 745,006 | $ 5,016,618 | |
Due from Sponsor | 0 | 0 | |||
Adjustments | |||||
Balance Sheet: | |||||
Due from Sponsor | 217,507 | 214,693 | 211,945 | 209,262 | |
Total Assets | 217,507 | 214,693 | 211,945 | 209,262 | |
Class A common stock subject to possible redemption | 217,507 | 214,693 | 211,945 | 209,262 | |
Total Liabilities, Temporary Equity and Stockholders' Deficit | $ 217,507 | $ 214,693 | $ 211,945 | $ 209,262 | |
Redemption price | $ 0.20 | $ 0.20 | $ 0.06 | $ 0.06 | |
Supplemental disclosure of non-cash financing activities: | |||||
Remeasurement of Class A common stock subject to possible redemption | $ 217,507 | $ 214,693 | $ 211,945 | $ 209,262 | |
Due from Sponsor | $ 217,507 | $ 214,693 | $ 211,945 | $ 209,262 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | 24 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Annual gross revenue | $ 1,235,000,000 | |||||
Exceeds amount of common stock held by non-affiliates | 700,000,000 | $ 700,000,000 | ||||
Issuance of non-convertible debt securities | 1,000,000,000 | |||||
Cash equivalents | 0 | $ 0 | 0 | |||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | |||
Federal depository insurance coverage | 250,000 | 250,000 | ||||
Unrealized loss on fair value of debt | 766,257 | |||||
Change in the fair value | 2,424,673 | 2,424,673 | ||||
IPO | ||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Offering costs | 584,295 | |||||
Offering costs adjusted in additional paid-in capital | 6,923,888 | |||||
Class B Common Stock | IPO | ||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Offering costs, fair value | 1,837,821 | |||||
Class A Common Stock | ||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Common stock subject to possible redemption | $ 12,680,351 | $ 37,456,519 | $ 12,680,351 | $ 12,250,697 | $ 12,113,719 | $ 38,204,207 |
Anti-dilutive securities attributable to warrants (in Shares) | 8,946,731 | |||||
Warrant | IPO | ||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||
Offering costs | $ 494,344 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Carrying value of redeemable class A common stock (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Due from Sponsor, Dollars | $ 475,038 | ||||
Other Receivable, after Allowance for Credit Loss, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | |||
Due from Sponsor (restated) | $ 209,262 | $ 217,507 | $ 214,693 | $ 211,945 | |
Class A Common Stock | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Class A common stock subject to possible redemption, shares | 3,539,809 | 17,309,719 | |||
Class A common stock subject to possible redemption, Dollars | $ 37,456,519 | $ 175,693,636 | |||
Due from Sponsor, Dollars | $ 265,776 | ||||
Redemption and withdrawals, shares | (2,449,091) | (13,769,910) | |||
Redemption and withdrawals, Dollars | $ (26,538,036) | $ (143,462,997) | |||
Due from Sponsor (restated) | 209,262 | ||||
Remeasurement carrying value to redemption value, Dollars | $ 1,496,092 | $ 5,016,618 | |||
Class A common stock subject to possible redemption, shares | 1,090,718 | 3,539,809 | |||
Class A common stock subject to possible redemption Dollars | $ 12,680,351 | $ 37,456,519 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and diluted net (loss) income per common share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock | ||
Numerator: | ||
Allocation of net income (loss) | $ (547,099) | $ 5,593,607 |
Denominator: | ||
Weighted average shares outstanding, basic (in Shares) | 3,994,189 | 15,737,185 |
Weighted average shares outstanding, diluted (in Shares) | 3,994,189 | 15,737,185 |
Basic net income (loss) per share (in Dollars per share) | $ (0.14) | $ 0.36 |
Diluted net income (loss) per share (in Dollars per share) | $ (0.14) | $ 0.36 |
Class B Common Stock | ||
Numerator: | ||
Allocation of net income (loss) | $ (412,991) | $ 1,599,663 |
Denominator: | ||
Weighted average shares outstanding, basic (in Shares) | 3,015,106 | 4,500,528 |
Weighted average shares outstanding, diluted (in Shares) | 3,015,106 | 4,500,528 |
Basic net income (loss) per share (in Dollars per share) | $ (0.14) | $ 0.36 |
Diluted net income (loss) per share (in Dollars per share) | $ (0.14) | $ 0.36 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
May 10, 2021 | May 07, 2021 | May 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | |||||
Stock at a price | $ 11.50 | ||||
IPO | |||||
INITIAL PUBLIC OFFERING | |||||
Units sold (in Shares) | 17,309,719 | ||||
Purchase price per share | $ 10 | ||||
Generating gross proceeds (in Dollars) | $ 173.1 | ||||
Class A Common Stock | |||||
INITIAL PUBLIC OFFERING | |||||
Common stock, shares (in Shares) | 1 | 1 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock | IPO | |||||
INITIAL PUBLIC OFFERING | |||||
Common stock, shares (in Shares) | 1 | ||||
Public Warrants | IPO | |||||
INITIAL PUBLIC OFFERING | |||||
Stock at a price | $ 11.50 | ||||
Public Warrants | Class A Common Stock | IPO | |||||
INITIAL PUBLIC OFFERING | |||||
Common stock par value | $ 0.0001 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 12 Months Ended | ||||||||||||||
Nov. 14, 2022 | Aug. 04, 2022 | May 03, 2022 | May 12, 2021 | May 07, 2021 | Jan. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 02, 2023 | May 05, 2023 | Apr. 21, 2023 | May 10, 2021 | May 04, 2021 | Jan. 29, 2021 | |
Related Party Transactions [Line Items] | |||||||||||||||
Outstanding balance | $ 5,102,453 | $ 3,780,526 | |||||||||||||
Working capital loans | 0 | 0 | |||||||||||||
Trust account | $ 1,730,972 | ||||||||||||||
Price per share (in Dollars per share) | $ 0.10 | ||||||||||||||
Increase principal amount | $ 955,748 | ||||||||||||||
Aggregate per shares (in Dollars per share) | 0.045 | ||||||||||||||
Sponsor loaned aggregate | $ 955,748 | ||||||||||||||
Non redeemed per shares (in Dollars per share) | $ 0.045 | ||||||||||||||
Outstandig redemptions | $ 1,090,718 | ||||||||||||||
Deposited trust account | 27,268 | ||||||||||||||
Total deposits | 218,144 | ||||||||||||||
Outstanding loans | 3,461,944 | 3,461,944 | |||||||||||||
Loan amount | 3,444,038 | 1,355,854 | |||||||||||||
Minimum | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Increase principal amount | $ 1,730,972 | ||||||||||||||
Maximum | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Increase principal amount | $ 3,461,944 | ||||||||||||||
Over-allotment option | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Aggregate amount | $ 3,461,944 | ||||||||||||||
Per share unit (in Dollars per share) | $ 0.20 | ||||||||||||||
Private placement | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Sale of aggregate units (in Shares) | 583,743 | ||||||||||||||
Purchase price per units (in Dollars per share) | $ 10 | ||||||||||||||
Generating gross proceeds amount | $ 5,837,430 | ||||||||||||||
Returned of funds sponsor | $ 124,289 | ||||||||||||||
After completion days | 30 days | ||||||||||||||
Class B Common Stock | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Stock issuance cost | $ 99,021 | ||||||||||||||
Underwriter shares (in Shares) | 160,000 | ||||||||||||||
Recorded stock issuance cost | $ 1,209,600 | ||||||||||||||
Sponsor | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Aggregate principal amount | $ 1,730,972 | $ 150,000 | $ 250,000 | ||||||||||||
Unpaid principal amount | $ 1,500,000 | ||||||||||||||
Conversion price per shares (in Dollars per share) | $ 10 | ||||||||||||||
Sponsor | Class B Common Stock | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Issued and outstanding, percentage | 20% | ||||||||||||||
Founder shares | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Shares issued (in Shares) | 2,128,715 | ||||||||||||||
Founder shares | Over-allotment option | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Founder shares longer subject to forfeiture (in Shares) | 272,570 | 272,570 | |||||||||||||
Founder shares | Class B Common Stock | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Stock issuance cost | $ 99,021 | ||||||||||||||
Issued common shares (in Shares) | 13,098 | ||||||||||||||
Exceeds per share (in Dollars per share) | $ 12 | ||||||||||||||
Trading days | 20 | ||||||||||||||
Trading day period | 30 | ||||||||||||||
Shares issued (in Shares) | 2,128,715 | ||||||||||||||
Founder shares | Sponsor | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Stock issuance cost | $ 529,200 | ||||||||||||||
Founder shares | Sponsor | Class B Common Stock | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Aggregate shares (in Shares) | 5,750,000 | ||||||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||||||
Aggregate founder shares (in Shares) | 1,150,000 | ||||||||||||||
Transferred founder shares (in Shares) | 70,000 | ||||||||||||||
Currentiy owns fonder shares (in Shares) | 4,530,000 | ||||||||||||||
Shares subject to forfeiture (in Shares) | 600,000 | ||||||||||||||
Promissory Note With Related Party | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Aggregate principal amount | $ 245,412 | $ 300,000 | |||||||||||||
Borrowed under promissory note | $ 177,111 | ||||||||||||||
Outstanding balance | $ 0 | $ 0 | |||||||||||||
Related Party Loans | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Other loan | $ 1,500,000 | ||||||||||||||
Additional price per unit (in Dollars per share) | $ 10 | ||||||||||||||
Extension funds | |||||||||||||||
Related Party Transactions [Line Items] | |||||||||||||||
Deposited trust account | $ 637,166 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 12, 2021 | May 07, 2021 | May 31, 2021 | Dec. 31, 2023 | May 10, 2021 | |
COMMITMENTS AND CONTINGENCIES | |||||
Underwriter granted period | 45 days | ||||
Underwriter agreement related to over-allotment liability | $ 162,847 | ||||
Cash discount paid | $ 1,730,972 | ||||
Cash deferred fee after the IPO | $ 5,192,916 | ||||
Over-allotment option | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Public offering units (in Shares) | 1,309,719 | 2,400,000 | |||
Underwriter agreement related to over-allotment liability | $ 59,141 | ||||
Additional private placement units were purchased | 32,743 | ||||
IPO | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Public offering units (in Shares) | 16,000,000 | 17,309,719 | |||
Percentage of cash underwriting discount | 1% | ||||
Underwriter deferred fee percentage | 3% | ||||
Founder Shares Member | Over-allotment option | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Over allotment option (in Shares) | 272,570 | 272,570 |
WARRANTS (Details)
WARRANTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
WARRANTS | ||
Business combination effective date | 12 months | |
Public warrants expiration term | 5 years | |
Stock price | $ 18 | |
Exercise price of warrants | 11.50 | |
Issue price per share | $ 9.20 | |
Percentage of gross proceeds on total equity proceeds | 60% | |
Warrants percentage | 115% | |
Redemption of warrants percentage | 180% | |
Derivative liability | $ 165,954 | $ 323,251 |
Warrant | ||
WARRANTS | ||
Amounts of gain (loss) from fair value changes | $ (157,297) | $ 4,175,922 |
Public Warrants | ||
WARRANTS | ||
Warrants outstanding (in Shares) | 8,654,860 | 8,654,860 |
Redemption price per public warrant | $ 0.01 | |
Stock price | $ 18 | |
Trading days | 20 days | |
Private Placement Warrants Member | ||
WARRANTS | ||
Warrants outstanding (in Shares) | 291,872 | 291,872 |
Class A Common Stock | ||
WARRANTS | ||
Trading days | 20 days | |
Issue price per share | $ 9.20 |
WARRANTS - Schedule of Private
WARRANTS - Schedule of Private Placement Warrants (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
WARRANTS | ||
Risk-free interest rate | 3.84% | 3.98% |
Expected life | 5 years 2 months 8 days | 5 years 4 months 6 days |
Expected volatility of underlying stock | 0% | 0% |
Dividends | 0% | 0% |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 05, 2023 | Nov. 04, 2022 | Apr. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | May 10, 2021 | |
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||
Preferred Shares, shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred Shares, shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Preferred Shares, shares issued | 0 | 0 | |||||
Preferred Shares, shares outstanding | 0 | 0 | |||||
Class A Common Stock | |||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||
Common stock, authorized | 100,000,000 | 100,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, voting rights | one | ||||||
Common stock, shares outstanding | 1,090,718 | 3,539,809 | |||||
Common stock subject to possible redemption | 1,090,718 | 3,539,809 | |||||
Temporary equity, shares outstanding | 1,090,718 | 3,539,809 | |||||
Common stock, shares issued | 2,712,438 | 583,743 | |||||
Common stock, shares outstanding | 2,712,438 | 583,743 | |||||
Class A Common Stock | Common Stock [Member] | |||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||
Common stock, shares issued | 3,803,176 | 3,803,176 | |||||
Common stock, shares outstanding | 4,123,552 | 4,123,552 | |||||
Temporary equity, shares outstanding | 4,123,552 | 4,123,552 | |||||
Conversion of Class B to Class A common stock (in Shares) | 2,128,715 | ||||||
Common stock, shares outstanding | 2,712,458 | 583,743 | |||||
Class A Common Stock | Public share | |||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||
Common stock, shares outstanding | 1,090,718 | 3,539,809 | |||||
Exercise of right to redeem the common stocks | 2,449,091 | 13,769,910 | |||||
Amount of share redemption | $ 26,538,036 | $ 143,462,997 | |||||
Redemption price per share | $ 10.84 | $ 10.42 | |||||
Remaining amount in Trust account paid after redemption event | $ 11,900,000 | $ 36,900,000 | |||||
Temporary equity, shares outstanding | 1,090,718 | 3,539,809 | |||||
Class A Common Stock | Over-allotment option | |||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Class B Common Stock | |||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||
Common stock, authorized | 10,000,000 | 10,000,000 | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock, voting rights | one | ||||||
Common stock, shares issued | 2,371,813 | 4,500,528 | |||||
Common stock, shares outstanding | 2,371,813 | 4,500,528 | |||||
Class B Common Stock | Common Stock [Member] | |||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||
Conversion of Class B to Class A common stock (in Shares) | 2,128,715 | (2,128,715) | |||||
Common stock, shares outstanding | 2,128,715 | 4,257,430 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of assets and liabilities that are measured at fair value (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 160,117 | $ 311,575 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Held-in-trust, Noncurrent | 11,957,157 | 37,570,177 |
Level 1 [Member] | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | 160,117 | 311,575 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes Payable, Related Parties, Current | 1,803,529 | 1,037,272 |
Level 3 [Member] | Private placement warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Fair Value of Shares | $ 5,837 | $ 11,675 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (as percentage) | 5.50% | 4.50% |
Warrants derived per share (in Dollars per share) | $ 0.10 | |
Business combination rate | 20% | |
Warrant | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrants derived per share (in Dollars per share) | $ 0.02 | $ 0.10 |
Maximum | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (as percentage) | 5.50% | 4.50% |
Maximum | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (as percentage) | 19.40% | 31.60% |
Minimum | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (as percentage) | 1.40% | |
Minimum | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (as percentage) | 26.40% | |
Corporate Bonds [Member] | Maximum | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (as percentage) | 8.60% | 11.20% |
Corporate Bonds [Member] | Minimum | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (as percentage) | 7.80% | |
Black Scholes Method Member | Maximum | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (as percentage) | 4.50% | |
Black Scholes Method Member | Maximum | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (per share) | $ 10.42 | |
Black Scholes Method Member | Maximum | Measurement Input, Risk Free Interest Rate [Member] | Warrant | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (per share) | $ 11.40 | |
Black Scholes Method Member | Minimum | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Risk-free yield (per share) | $ 10.15 | |
Business Combination [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Business combination rate | 50% | 30% |
TAXES (Details)
TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
TAXES | ||
Operating loss carryovers | $ 0 | $ 0 |
Change in the valuation allowance | $ 186,294 | $ 101,829 |
Statutory tax rate | 21% | 21% |
TAXES - Schedule of net deferre
TAXES - Schedule of net deferred tax asset (liabilities) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (liabilities): | ||
Start up costs | $ 393,626 | $ 207,331 |
Unrealized gain on investments held in Trust account | (46,496) | |
Total deferred tax assets | 393,626 | 160,835 |
Valuation Allowance | $ (393,626) | (207,331) |
Deferred tax liability, net | $ (46,496) |
TAXES - Schedule of income tax
TAXES - Schedule of income tax provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current | $ 278,332 | $ 234,087 |
Deferred | (193,078) | (38,730) |
State and local | ||
Current | 72,526 | 48,434 |
Deferred | (40,050) | (8,013) |
Change in valuation allowance | 186,294 | 101,829 |
Income tax provision | $ 304,024 | $ 337,607 |
TAXES - Schedule of reconciliat
TAXES - Schedule of reconciliation of the federal income tax rate to the effective tax rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Reconciliation Of The Federal Income Tax Rate To The Effective Tax Rate Abstract | ||
U.S. federal statutory rate | 21% | 21% |
State tax, net of federal tax benefit | 4.40% | 4.40% |
Change in fair value of warrant liability | 6.10% | (14.10%) |
Change in fair value of debt | (29.80%) | (8.20%) |
Non-deductible costs | (20.30%) | |
Return to provision adjustment | (9.90%) | |
Valuation allowance | (17.90%) | 1.40% |
Income tax provision | (46.40%) | 4.50% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 12 Months Ended | |||||
Feb. 05, 2024 | Nov. 30, 2022 | Nov. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | May 10, 2021 | |
Subsequent Events [Abstract] | ||||||
Adjusted redemption price per share | $ 10.40 | |||||
Class A Common Stock | ||||||
Subsequent Events [Abstract] | ||||||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Chartered Amendment | Class A Common Stock | Subsequent events | ||||||
Subsequent Events [Abstract] | ||||||
Exercise of right to redeem the common stocks | 93,402 | |||||
Common shares, par value (in Dollars per share) | $ 0.0001 | |||||
Special Meeting | Class A Common Stock | ||||||
Subsequent Events [Abstract] | ||||||
Exercise of right to redeem the common stocks | 13,769,910 | |||||
Redemption price per share | $ 10.41858638 | |||||
Redemption accrued amount | $ 261,900 | |||||
Adjusted redemption price per share | $ 10.40345615 | |||||
Overpayment, Redemption price per share | $ 0.01513023 | |||||
Amount of share redemption | $ 208,342 |
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) | $ (960,090) | $ 7,193,270 |
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 |