Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Entity Registrant Name | TortoiseEcofin Acquisition Corp. III | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 358,106,550 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001847112 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-40633 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 98-1583266 | ||
Entity Address, Address Line One | 195 US HWY 50 | ||
Entity Address, Address Line Two | Suite 208 | ||
Entity Address, City or Town | Zephyr Cove | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89448 | ||
City Area Code | (913) | ||
Local Phone Number | 981-1020 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York | ||
Document Financial Statement Error Correction [Flag] | false | ||
Units Each Consisting Of One Class A Ordinary Share And One Fourth Of One Redeemable Warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | TRTL.U | ||
Title of 12(b) Security | Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant | ||
Security Exchange Name | NYSE | ||
Class A ordinary shares, par value $0.0001 per share [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | TRTL | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | TRTL WS | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Security Exchange Name | NYSE | ||
Class A Ordinary Shares [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 17,264,702 | ||
Class B Ordinary Shares [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,625,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 469,134 | $ 78,997 |
Total current assets | 497,571 | 500,806 |
Prepaid expenses | 28,437 | 421,809 |
Cash held in Trust Account | 183,277,939 | |
Investments held in Trust Account | 349,991,153 | |
Total Assets | 183,775,510 | 350,491,959 |
Current liabilities: | ||
Accounts payable | 652,547 | 30,076 |
Accrued expenses | 866,384 | 120,960 |
Total current liabilities | 1,518,931 | $ 151,036 |
Promissory note – related party | 335,000 | |
Convertible promissory note | 380,000 | |
Loan and transfer agreement, net of debt discount | 850,319 | |
Due to related party | $ 133,333 | |
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Deferred legal fees | $ 173,667 | $ 173,667 |
Deferred underwriting commissions | 7,245,000 | 12,075,000 |
Derivative warrant liabilities | 1,383,136 | 3,111,667 |
Total Liabilities | 12,019,386 | 15,511,370 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 17,264,702 and 34,500,000 shares issued and outstanding at approximately $10.61 and $10.14 at December 31, 2023 and 2022, respectively | 183,177,939 | 349,891,153 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2023 and 2022 | ||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued or outstanding at December 31, 2023 and 2022 | ||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding at December 31, 2023 and 2022 | 863 | 863 |
Additional paid-in capital | 173,461 | |
Accumulated deficit | (11,596,139) | (14,911,427) |
Total shareholders' deficit | (11,421,815) | (14,910,564) |
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit | $ 183,775,510 | $ 350,491,959 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Ordinary shares, par value (in Dollars per share) | $ 10 | |
Class A Ordinary Shares [Member] | ||
Ordinary shares subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to possible redemption, shares issued | 17,264,702 | 34,500,000 |
Ordinary shares subject to possible redemption, shares outstanding | 17,264,702 | 34,500,000 |
Ordinary shares subject to possible redemption value (in Dollars per share) | $ 10.61 | $ 10.14 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Class B Ordinary Shares [Member] | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 8,625,000 | 8,625,000 |
Ordinary shares, shares outstanding | 8,625,000 | 8,625,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Administrative expenses – related party | $ 120,000 | $ 120,000 |
General and administrative expenses | 2,839,492 | 1,697,963 |
Loss from operations | (2,959,492) | (1,817,963) |
Other income: | ||
Change in fair value of derivative warrant liabilities | 1,728,531 | 11,046,416 |
Other income attributable to derecognition of deferred underwriting fee allocated to warrants | 205,275 | |
Interest expense – debt discount | (24,780) | |
Interest income from cash held in Trust Account | 13,898,712 | |
Interest income from investments held in Trust Account | 0 | 4,991,153 |
Total other income | 15,807,738 | 16,037,569 |
Net income | $ 12,848,246 | $ 14,219,606 |
Class A Ordinary Shares [Member] | ||
Other income: | ||
Weighted average number of ordinary shares - basic | 30,958,500 | 34,500,000 |
Weighted average number of ordinary shares - diluted | 30,958,500 | 34,500,000 |
Basic net income per ordinary share | $ 0.32 | $ 0.33 |
Diluted net income per ordinary share | $ 0.32 | $ 0.33 |
Class B Ordinary Shares [Member] | ||
Other income: | ||
Weighted average number of ordinary shares - basic | 8,625,000 | 8,625,000 |
Weighted average number of ordinary shares - diluted | 8,625,000 | 8,625,000 |
Basic net income per ordinary share | $ 0.32 | $ 0.33 |
Diluted net income per ordinary share | $ 0.32 | $ 0.33 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Class A [Member] | Class A [Member] Ordinary Shares [Member] | Class B [Member] Ordinary Shares [Member] |
Balance at Dec. 31, 2021 | $ (24,239,133) | $ (24,239,996) | $ 863 | |||
Balance (in Shares) at Dec. 31, 2021 | 8,625,000 | |||||
Forfeiture of Class B ordinary shares | 4 | $ (4) | ||||
Forfeiture of Class B ordinary shares (in Shares) | (40,000) | |||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 40,000 | |||||
Issuance of Class B ordinary shares to Sponsor | 112 | $ 4 | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (4,891,153) | (116) | (4,891,037) | |||
Net Income | 14,219,606 | 14,219,606 | ||||
Balance at Dec. 31, 2022 | (14,910,564) | (14,911,427) | $ 863 | |||
Balance (in Shares) at Dec. 31, 2022 | 34,500,000 | 8,625,000 | ||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | (9,532,958) | (9,532,958) | ||||
Fair value of transferred Class B ordinary shares | 173,461 | 173,461 | ||||
Net Income | 12,848,246 | 12,848,246 | ||||
Balance at Dec. 31, 2023 | $ (11,421,815) | $ 173,461 | $ (11,596,139) | $ 863 | ||
Balance (in Shares) at Dec. 31, 2023 | 17,264,702 | 8,625,000 |
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 Income | $ 12,848,246 | $ 14,219,606 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of derivative warrant liabilities | (1,728,531) | (11,046,416) |
Other income attributable to derecognition of deferred underwriting fee allocated to offering costs | (205,275) | |
Interest expense – debt discount | 24,780 | |
Interest income from cash and investments held in Trust Account | (13,898,712) | (4,991,153) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 393,372 | 757,720 |
Due to related party | 133,333 | |
Accounts payable | 622,471 | (63,663) |
Accrued expenses | 745,424 | 4,253 |
Deferred legal fees | 23,667 | |
Net cash used in operating activities | (1,064,892) | (1,095,986) |
Cash Flows from Investing Activities: | ||
Extension payment deposit in Trust | (258,971) | |
Cash withdrawn for redemptions of Class A ordinary shares subject to possible redemption | 180,870,897 | |
Net cash provided by investing activities | 180,611,926 | |
Cash Flows from Financing Activities: | ||
Issuance of Class B ordinary shares | 116 | |
Proceeds from promissory note- related party | 335,000 | |
Proceeds from convertible note payable to related parties | 380,000 | |
Proceeds from loan and transfer agreement | 999,000 | |
Redemption of ordinary shares | (180,870,897) | |
Net cash (used in) provided by operating activities | (179,156,897) | 116 |
Net change in cash | 390,137 | (1,095,870) |
Cash – beginning of the period | 78,997 | 1,174,867 |
Cash – end of the period | $ 469,134 | $ 78,997 |
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) | $ 12,848,246 | $ 14,219,606 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 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 |
Description of Organization, Bu
Description of Organization, Business Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization, Business Operations and Basis of Presentation [Abstract] | |
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION TortoiseEcofin Acquisition Corp. III (the “Company”) was incorporated as a Cayman Islands exempted company on February 3, 2021. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company has one wholly-owned subsidiary, TRTL III Merger Sub Inc., a Delaware corporation (“Merger Sub”), which was formed for the sole purpose of the consummation of a potential business combination (the “Transactions”) between the Company and One Energy Enterprises Inc., a Delaware corporation (“One Energy”) (see Note 5). All activity for the period from February 3, 2021 (inception) through December 31, 2023 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, the search for a prospective acquisition for an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company may generate non-operating The Company’s sponsor is TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), which is owned primarily by Hennessy Capital Growth Partners Fund I SPV V, LLC, a Delaware limited liability company (“HCGP”), and the Company’s management (directly or indirectly, including through family trusts). The registration statement for the Company’s Initial Public Offering was declared effective on July 19, 2021. On July 22, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $28.3 million, of which $10.5 million was for deferred underwriting commissions (see Note 5) and $11.1 million was the excess of fair value over price paid for Founder Shares sold to certain qualified institutional buyers or institutional accredited investors (the “Anchor Investors”). On July 23, 2021, the underwriters exercised their over-allotment option in full and on July 27, 2021, they purchased 4,500,000 additional Units, generating gross proceeds of $45.0 million (the “Over-Allotment”), and incurring offering costs of approximately $2.5 million, of which approximately $1.6 million was for deferred underwriting commissions. Approximately $1.3 million of the offering costs were allocated to derivative warrant liabilities. The Anchor Investors purchased 32,400,000 Units in the Initial Public Offering and the Over- Allotment Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,333,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) in a private placement (the “Private Placement”), at a price of $1.50 per Private Placement Warrant, to TortoiseEcofin Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”), generating proceeds of $9.5 million (see Note 4). Concurrently with the consummation of the Over-Allotment on July 27, 2021, TortoiseEcofin Borrower purchased 600,000 additional Private Placement Warrants, generating proceeds of $900,000 (the “Second Private Placement”). Pursuant to that certain securities purchase agreement, dated as of July 19, 2023, HCGP acquired from TortoiseEcofin Borrower all of its limited liability company interests in the Sponsor, as well as 5,893,333 Private Placement Warrants held by TortoiseEcofin Borrower. Upon the closing of the Initial Public Offering and the Private Placement on July 22, 2021, and the Over-Allotment and the Second Private Placement on July 27, 2021, the net proceeds thereof consisting of $345.0 million ($10.00 per Unit) were placed in a trust account (the “Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 The Company’s management (“management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, the Over-Allotment and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination, and a majority of the independent directors must approve such initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide the holders (the “Public Shareholders”) of Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes). The per-share non-public Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. At the time of the Initial Public Offering, the Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or July 22, 2023, or 27 months from the closing of the Initial Public Offering, or October 22, 2023, if the Company executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed the initial Business Combination within such 24-month non-binding On October 19, 2023, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Extension Meeting”) and filed an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial Business Combination from October 22, 2023 on a monthly basis up to six times until April 22, 2024 (or such earlier date as determined by the board of directors of the Company (the “Board”)). The Sponsor agreed to deposit $258,970.53 per month into the Trust Account, for each calendar month (commencing on October 23, 2023 and on the 23 rd Combination. At the Extension Meeting, shareholders holding 17,235,298 of the Company’s Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $180.9 million (approximately $10.49 per share) was removed from the Trust Account to pay such holders. On October 20, 2023, the Company issued a promissory note (the “Extension Note”) in the aggregate principal amount of up to $1,553,823.18 (“Extension Funds”) to the Sponsor, pursuant to which the Extension Funds will be deposited into the Company’s Trust Account for the benefit of each outstanding Public Share that was not redeemed in connection with the Extension Meeting. The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial Business Combination, and (b) the date of the liquidation of the Company. The Company will deposit $258,970.53 per month into the Trust Account, which equates to $0.015 per remaining Public Share, for each calendar month (commencing on October 23, 2023 and on the 23rd day of each subsequent month) until April 22, 2024, or portion thereof, that is needed to complete an initial Business Combination, for up to an aggregate of $1,553,823.18. On December 15, 2023 and February 21, 2024, the Company deposited $258,970.53, on each date, into the Trust Account, respectively. The Anchor Investors are not entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated a Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete a Business Combination within the Combination Period). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. HCGP and the initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. Three of the four underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account with respect to the Company’s Letter of Intent for the Transactions with One Energy, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. On July 16, 2023, each of Juan J. Daboub, Mary Beth Mandanas and Greg A. Walker resigned from the Board and all committees thereof. None of Mr. Daboub’s, Ms. Mandanas’ or Mr. Walker’s resignation was a result of any disagreement with the Company or the Board on any matters related to the Company’s operation, policies or practices. In connection with each of Mr. Daboub’s, Ms. Mandanas’ and Mr. Walker’s resignation and in accordance with the terms of the arrangement to which each of them agreed at the time of their respective appointment to the Board, each of Mr. Daboub, Ms. Mandanas and Mr. Walker forfeited to the Company all of the Class B ordinary shares, par value $0.0001 per share, which were previously issued to them in connection with their appointment to the Board. On July 19, 2023, the Board appointed Thomas D. Hennessy as a director of the Company, effective immediately. Mr. Hennessy replaced Stephen Pang, who resigned as a director of the Company on the same day. Mr. Pang’s resignation was not the result of any disagreement with the Company or the Board. Mr. Pang continues in his positions as President and Chief Financial Officer of the Company. In addition, Steven Schnitzer resigned as the Vice President, General Counsel and Secretary of the Company on the same day. Mr. Schnitzer’s resignation was not the result of any disagreement with the Company or the Board. On July 17, 2023, three of the four underwriters for the Company’s Initial Public Offering, consisting of Barclays Capital Inc., Goldman Sachs & Co. LLC and Academy Securities, Inc., agreed to waive all rights to their respective portion of the underwriting commissions (or approximately $9.96 million of the total $12.075 million of the underwriting commissions) with respect to the Transactions with One Energy. As of December 31, 2023, one of the underwriters had further agreed to waive all rights to their respective portion of the underwriting commissions (approximately $4.83 million) with respect to the Transactions with One Energy or to any future Business Combination. Pursuant to that certain securities purchase agreement, dated as of July 19, 2023, HCGP acquired from TortoiseEcofin Borrower all of its limited liability company interests in the Sponsor, as well as 5,893,333 Private Placement On July 31, 2023, the Board appointed Jack Leeney, Andrew Lipsher and Matthew Schindel as directors of the Company, effective immediately. Each of the directors serves on the audit, compensation and nominating and corporate governance committees of the Board with Mr. Leeney serving as chair of the compensation committee, Mr. Lipsher serving as chair of the nominating and corporate governance committee, and Mr. Schindel serving as chair of the audit committee. As compensation for their services, each of the directors received 20,000 Class B ordinary shares of the Company and will also be entitled to cash compensation of $25,000 per quarter. On December 10, 2023, the Company entered into Loan and Transfer Agreements with the Sponsor, One Energy Enterprises Inc. (“One Energy”) and other parties (the “Lenders”), pursuant to which the Lenders agreed to loan an aggregate of $ 1.0 interest. As of December 31, 2023, $999,000 had been drawn and outstanding under the Loan and Transfer Agreements. The Sponsor and the Company are jointly responsible for the payment of the principal amount of the Loan within five business days of the completion of the Transactions with One Energy. In addition, within five business days of the completion of the Business Combination, One Energy will pay the Lenders an additional one-time one-time as-converted If the Transactions with One Energy are not completed, One Energy will issue to each Lender the number of shares of its common stock equal to the principal amount of its Loan at a price that values One Energy at its most recent private company equity valuation. If One Energy’s shares of common stock are not listed on a national securities exchange by December 31, 2026, each Lender will also have a one-time As additional consideration for the Lenders making the Loan available to the Sponsor, the Sponsor agreed to transfer to the Lenders an aggregate of 499,500 Class B ordinary shares of the Company upon the closing of the Transactions with One Energy. Liquidity, Capital Resources and Going Concern As of December 31, 2023, the Company had approximately $469,000 in operating cash and a working capital deficit of approximately $1,021,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain expenses on behalf of the Company in consideration of Founder Shares, and a loan from the Sponsor of approximately $195,000, under the Note (as defined in Note 4). The Company repaid the Note in full on July 22, 2021 and borrowings under the Note are no longer available. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds of $3.5 million from the consummation of the Initial Public Offering, the Over-Allotment, the Private Placement and the Second Private Placement held outside of the Trust Account. In addition, in order to finance general working capital needs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5 Loans reported as promissory note – related party on the accompanying consolidated balance sheets. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub. There has been no intercompany activity since inception. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could di Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. 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. There were no cash equivalents as of December 31, 2023 and 2022. Cash and Investment Held in Trust Account On June 14, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. The funds in the Trust Account are currently maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the Company’s initial Business Combination and liquidation. Prior to June 14, 2023, the Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2023 and 2022, the Company had approximately $183.3 million in cash and $350.0 million in investments held in the Trust Account, respectively. Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized in the consolidated balance sheets, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair values for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants to purchase shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering and the Over-Allotment (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current Offering Costs Associated with Initial Public Offering Offering costs consists of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating non-current current Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 1, all of the Class A ordinary shares sold as part of the Units in the Initial Public Offering and the Over-Allotment contain a redemption feature which allows for the redemption of the Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. At the Extension Meeting, shareholders holding 17,235,298 of the Company’s Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $180.9 million (approximately $10.49 per share) was removed from the Trust Account to pay such holders. Accordingly, as of December 31, 2023 and 2022, 17,264,702 and 34,500,000 Class A ordinary shares subject to possible redemption, respectively, at the redemption amount are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, paid-in Income Taxes FASB 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 There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands’ federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 15,558,333 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income—basic and diluted $ 10,048,693 $ 2,799,553 $ 11,375,685 $ 2,843,921 Denominator: Basic and diluted weighted average ordinary shares outstanding 30,958,500 8,625,000 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.32 $ 0.32 $ 0.33 $ 0.33 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On July 22, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $28.3 million, of which $10.5 million was for deferred underwriting commissions and $11.1 million was the excess of fair value over price paid of Founder Shares sold to the Anchor Investors. On July 23, 2021, the underwriters exercised their over-allotment option in full and on July 27, 2021, they purchased 4,500,000 additional Units, generating gross proceeds of $45.0 million, and incurring offering costs of approximately $2.5 million, of which approximately $1.6 million was for deferred underwriting commissions. Approximately $1.3 million of the offering costs were allocated to derivative warrant liabilities. The Anchor Investors purchased 32,400,000 Units in the Initial Public Offering and the Over-Allotment. None of the Anchor Investors is affiliated with any member of the Company’s management. Each Unit consists of one Class A ordinary share and one-fourth |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4. RELATED PARTY TRANSACTIONS Founder Shares On February 9, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on behalf of the Company in consideration of 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On February 18, 2021, the Company issued 1,437,500 Class B ordinary shares in connection with a share capitalization, resulting in an aggregate of 8,625,000 Founder Shares outstanding. The Sponsor agreed to forfeit up to 1,125,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On July 27, 2021, the underwriters purchased the Units subject to the over-allotment option in full, and as a result, 1,125,000 Founder Shares were no longer subject to possible forfeiture. In exchange for the Anchor Investors’ participation in the Initial Public Offering as described in Note 3, the Sponsor sold a total of 1,650,000 Founder Shares to the Anchor Investors. The Company determined that the fair value of these Founder Shares was approximately $11.1 million (or $6.73 per share) using a Monte Carlo simulation. The Company recognized the excess fair value of these Founder Shares, over the price paid by the Anchor Investors, as a cost of the Initial Public Offering. The holders of the Founder Shares, including the Anchor Investors, agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until one year after the completion of a Business Combination or earlier if, subsequent to the Business Combination, (x) the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, 30-trading Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company completed the sale of 6,333,333 Private Placement Warrants in a Private Placement, at a price of $1.50 per Private Placement Warrant, to TortoiseEcofin Borrower, generating proceeds of $9.5 million. Concurrently with the consummation of the Over-Allotment on July 27, 2021, TortoiseEcofin Borrower purchased 600,000 additional Private Placement Warrants, generating proceeds of $900,000. Pursuant to that certain securities purchase agreement, dated as of July 19, 2023, HCGP acquired from TortoiseEcofin Borrower Each whole Private Placement Warrant is exercisable for one whole Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants 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 Warrants 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 Warrants will expire worthless. The Private Placement Warrants will be non-redeemable HCGP, TortoiseEcofin Borrower, 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 Warrants until 30 days after the completion of a Business Combination (see Note 8). Related Party Loans On February 3, 2021, the Sponsor agreed to loan the Company an aggregate of up to $600,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed within the Combination Period, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On February 1, 2023, the Company issued a nonconvertible unsecured promissory note (the “February 2023 Note”) in the principal amount of $500,000 to TortoiseEcofin Borrower. The February 2023 Note is not convertible into equity securities, does not bear interest and is repayable in full upon consummation of a Business Combination. If the Company does not complete a Business Combination, the February 2023 Note will not be repaid and all amounts owed under it will be forgiven. On February 1, 2023, March 9, 2023 and May 9, 2023, the Company borrowed $100,000, $50,000 and $185,000, respectively, under the February 2023 Note. As of December 31, 2023 and 2022, the Company had $335,000 and $0, respectively, outstanding under Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans have not been determined and no written agreements exist with respect to such loans. On July 19, 2023, the Company issued the HCGP Note in the principal amount of up to $1,000,000 to HCGP. The HCGP Note was issued in connection with advances HCGP may make in the future to the Company for working capital expenses. The HCGP Note bears no interest and is repayable in full upon the earlier of (i) the date on which the Company consummates its initial Business Combination and (ii) the date that the winding up of the Company is effective. At the election of HCGP, all or a portion of the unpaid principal amount of the HCGP Note may be converted into warrants that are identical to the Private Placement Warrants (the “Conversion Warrants”) at a price of $1.50 per warrant. The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the HCGP Note. On August 7, 2023 and August 18, 2023, the Company borrowed $100,000 and $280,000, respectively, under the HCGP Note. As of December 31, 2023, the Company had $380,000 outstanding under the HCGP Note which is recorded as convertible note – related party on the consolidated balance sheets. Due to Related Party On July 31, 2023, the Board agreed to pay a quarterly salary of $25,000 to each independent director, and an additional $5,000 to the chair of the audit committee, for services rendered prior to or in connection with the completion of the Business Combination. For the year ended December 31, 2023, the Company expensed $133,333 for services rendered by the independent directors. At December 31, 2023 and 2022, the Company had accrued approximately $133,333 and $0, respectively, in compensation expense to the independent directors which are included in due to related party on the consolidated balance sheets. Administrative Support Agreement On July 19, 2021, the Company entered into an administrative support agreement (the “Administrative Support Agreement”) with Tortoise Capital Advisors, pursuant to which, commencing on the date that the Company’s securities were first listed on the New York Stock Exchange through the earlier of consummation of a Business Combination and the date of the Company’s liquidation, the Company agreed to pay Tortoise Capital Advisors $10,000 per month for office space, utilities and secretarial and administrative support made available to the Company. As of December 31, 2023 and 2022, the Company had $50,000 and $0 amounts payable for such services, respectively. On July 19, 2023, HCGP assumed Tortoise Capital Advisors’ rights and obligations under the Administrative Support Agreement. For the year ended December 31, 2023 and 2022, the Company incurred $120,000, for such expenses, included as general and administrative expenses—related party on the accompanying consolidated financial statements of operations. In addition, the Sponsor, the Company’s executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket December 31, 2023, the Company incurred approximately $21,000 of such expenses. During the year ended December 31, 2022, the Company incurred approximately $71,000 of such expenses. Approximately $0 and $1,000 was payable and recorded as accounts payable in the consolidated balance sheets as of December 31, 2023 and 2022, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), and any Class A ordinary shares held by the Company’s initial shareholders and HCGP at the completion of the Initial Public Offering or acquired prior to or in connection with a Business Combination, are entitled to registration rights pursuant to a registration rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up Underwriting Agreement The Company granted the underwriters a 45-day The underwriters were entitled to underwriting commissions of $0.20 per Unit, or $6.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $10.5 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the consummation of the Over-Allotment on July 27, 2021, the underwriters were paid an additional fee of $900,000, and approximately $1.6 million in additional deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On July 17, 2023, three of the four underwriters for the Company’s Initial Public Offering, consisting of Barclays Capital Inc., Goldman Sachs & Co. LLC and Academy Securities, Inc., agreed to waive all rights to their respective portion of the underwriting commissions (or approximately $9.96 million of the total $12.075 million of the underwriting commissions) with respect to the Transactions with One Energy. As of December 31, 2023, one of the underwriters had further agreed to waive all rights to their respective portion of the underwriting commissions (approximately $4.83 million) with respect to the Transactions with One Energy or to any future Business Combination. Deferred Legal Fees Associated with the Initial Public Offering and Certain Other Matters The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer half of their fees associated with the Initial Public Offering until the closing of a Business Combination and has agreed to Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the military conflicts in Ukraine and in the Middle East, and resulting market volatility, could adversely affect the Company’s ability to complete a Business Combination. In response to the conflicts between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. Business Combination with One Energy Business Combination Agreement On February 14, 2024, the Company entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”) with One Energy, TRTL Holding Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Pubco”), TRTL III First Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“TRTL Merger Sub”), OEE Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with TRTL Merger Sub, the “Merger Subs”), which amends, restates and supersedes the Business Combination Agreement, dated August 14, 2023, entered into by the Company, One Energy, and TRTL III Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company. It is proposed that, at the closing of the Transactions (the “Closing”), Pubco will change its name to “One Power Company.” Earn Out Consideration In addition to the base consideration paid at the Closing, for the period of time commencing 5 -year • On the date on which the daily volume-weighted average share price of Pubco Common Shares (“VWAP”) is greater than $ twenty thirty one-time Pubco Common Shares; and • On the date on which the VWAP is greater than $ twenty thirty one-time Pubco Common Shares of the Company. If, during the One Energy Earnout Period there is a change of control transaction in which Pubco or its stockholders have the right to receive consideration implying a value per share (as agreed in good faith by the Board) that is greater than or equal to the applicable VWAP prices specified above, any applicable earnout shares that have not previously been issued will be issued to the One Energy stockholders. Sponsor Letter Agreement In connection with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor letter agreement (as amended, the “Sponsor Letter Agreement”) with the Company and One Energy, pursuant to which the Sponsor and each of the Company shareholders party thereto agreed to (a) vote in favor of the Business Combination Agreement and the Transactions, (b) not transfer their shares of the Company during the period between the signing of the Business Combination Agreement and the Closing, (c) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to their shares of the Company, and (d) subject 1,750,000 of their shares of the Company to potential vesting and forfeiture based on a stock price based earnout over at two-year two-year Transaction Support Agreement In connection with the execution of the Business Combination Agreement, Jereme Kent, CAS Ohio LLC and RES Ohio LLC (collectively, the “Supporting Company Stockholders”) entered into a transaction support agreement (the “Transaction Support Agreement”), pursuant to which, among other things, each such Supporting Company Stockholder agreed to, (a) support and vote in favor of the Business Combination Agreement and the ancillary documents to which One Energy is or will be a party and the Transactions, (b) not transfer their One Energy shares during the interim period prior to the Closing, and (c) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing. Registration Rights Agreement Prior to the Closing, the Sponsor and certain One Energy stockholders will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Sponsor and certain other shareholders of the Company and certain One Energy stockholders shall have registration rights that will obligate the Company to register for resale under the Securities Act all or any portion of the (i) ordinary shares of the Company issued to the One Energy stockholders as Transaction Consideration Shares, (ii) the ordinary shares of the Company held by the Sponsor and other legacy shareholders of the Company, (iii) the ordinary shares of the Company issued upon conversion of the ordinary shares of the Company in connection with the Merger, and (iv) the ordinary shares of the Company issuable upon exercise of all warrants held by the Company shareholders (together with any capital shares or other securities issued as a dividend or distribution with respect thereto or in exchange therefor, the “Registrable Securities”). Pursuant to the Registration Rights Agreement, among other things, the Company shall prepare and file a shelf resale registration statement with respect to the registrable securities under the Registration Rights Agreement no later than 60 calendar days prior to the expiration of the applicable post-Closing lock-up period. The Company shareholders who hold a majority in interest of the Registrable Securities held by the legacy shareholders of the Company or One Energy stockholders who hold a majority in interest of the Registrable securities held by the legacy One Energy stockholders, will be entitled under the Registration Rights Agreement to make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Subject to certain exceptions, if any time after the Closing, the Company proposes to file a registration statement under the Securities Act with respect to its securities, under the Registration Rights Agreement, the Company shall give notice to the Company shareholders holding Registrable Securities and the One Energy stockholders holding Registrable Securities, as to the proposed filing and offer them an opportunity to register the sale of such number of Registrable Securities as requested by them in writing, subject to customary cut-backs. Contingent Stock Rights Agreement Prior to or in connection with the Closing, the Company, the Sponsor, Jereme Kent and Continental Stock Transfer & Trust Company will enter into a contingent stock rights agreement, pursuant to which Jereme Kent will deposit 5.5 million of the shares of the Company he will receive as consideration in the Transactions into an escrow account to provide certain contingent stock rights to PIPE investors and/or to public shareholders of the Company who do not redeem their shares of the Company in connection with the Transactions, in the event that the post-closing trading price of the combined public company does not equal or exceed a daily VWAP of $12.00 per share over 20 out of any 30 consecutive trading days, during the two-year |
Class A Ordinary Shares Subject
Class A Ordinary Shares Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2023 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | NOTE 6. CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 220,000,000 ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. In connection with the Extension Meeting, shareholders holding 17,235,298 of the Company’s Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $180.9 million (approximately $10.49 per share) was removed from the Trust Account to pay such holders. As of December 31, 2023 and 2022, there were 17,264,702 and 34,500,000 Class A ordinary shares outstanding, respectively, all of which were subject to possible redemption. Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (14,662,500 ) Class A ordinary share issuance costs (29,430,786 ) Plus: Increase in redemption value of Class A ordinary shares subject to possible redemption 48,984,439 Class A ordinary share subject to possible redemption, December 31, 2022 349,891,153 Less: Redemptions (180,870,897 ) Plus: Waiver of deferred underwriting fees 4,624,725 Increase in redemption value of Class A ordinary shares subject to possible redemption 9,532,958 Class A ordinary share subject to possible redemption, December 31, 2023 $ 183,177,939 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares Class A Ordinary Shares Class B Ordinary Shares have been retroactively adjusted to reflect the share capitalization. Of the 8,625,000 Class B ordinary shares, an aggregate of up to 1,125,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that holders of the Founder Shares would collectively own 20% of the Company’s issued and outstanding ordinary shares. The underwriters purchased the units subject to the over-allotment option in full on July 27, 2021; therefore, these 1,125,000 Class B ordinary shares were no longer subject to possible forfeiture. As a result, as of December 31, 2023 and 2022, there were 8,625,000 Class B ordinary shares outstanding and none subject to forfeiture. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except that in respect of any vote or votes to continue the Company in a jurisdiction outside the Cayman Islands (including, but not limited to, the approval of the organizational documents of the Company in such other jurisdiction), holders of Class B ordinary shares will have ten votes per share and holders of Class A ordinary shares will have one vote per share, and except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors (and may also remove a member of the Board for any reason) prior to a Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one sub-divisions, as-converted one-to-one. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Warrant Liabilities [Abstract] | |
DERIVATIVE WARRANT LIABILITIES | NOTE 8. DERIVATIVE WARRANT LIABILITIES As of December 31, 2023 and 2022, 8,625,000 Public Warrants and 6,933,333 Private Placement Warrants were outstanding. The Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permit holders to exercise their warrants on a cashless basis under certain circumstances). The Company registered the Class A ordinary shares issuable upon exercise of the warrants and agreed to use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price. 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 Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sale price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, trading a 30-trading The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants for Class A ordinary shares: • in whole and not in part; • at a price equal to a number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A ordinary shares; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sale price of Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share sub-divisions, The “fair market value” of Class A ordinary shares shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s assets and liabilities as of December 31, 2023 and 2022, that are measured at fair value on a recurring basis, by level within the fair value hierarchy: December 31, 2023 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities—Public Warrants $ — $ 766,763 $ — Derivative warrant liabilities—Private Placement Warrants $ — $ 616,373 $ — December 31, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 349,991,153 $ — $ — Liabilities: Derivative warrant liabilities—Public Warrants $ 1,725,000 $ — $ — Derivative warrant liabilities—Private Placement Warrants $ — $ 1,386,667 $ — Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement due to lack of trading activity as of December 31, 2023. During the year ended December 31, 2022, no transfers had occurred. The Public Warrants issued in connection with the Initial Public Offering and the Over-Allotment, and the Private Placement Warrants sold in the Private Placement and the Second Private Placement were initially measured at fair value using a Black-Scholes option pricing model and a Monte Carlo simulation, respectively. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants, and the fair value of the warrants issued in the Private Placement and the Second Private Placement was estimated by reference to the listed market price of the Public Warrants. For the year ended December 31, 2023, the Company recognized a gain resulting from a decrease in the fair value of the derivative warrant liabilities of approximately $1.7 million, presented as change in the fair value of derivative warrant liabilities in the accompanying consolidated statements of operations. For the year ended December 31, 2022, the Company recognized a gain resulting from a decrease in the fair value of the derivative warrant liabilities of approximately $11 million, presented as change in the fair value of derivative warrant liabilities in the accompanying consolidated statements of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based on this review, other than the below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements, other than as described below. On February 14, 2024, the Company and One Energy entered into an Amended and Restated Business Combination Agreement. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, (i) at least one day prior to the closing of the Transactions, the Company will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile On March 29, 2024, the Company filed a definitive proxy statement on Schedule 14A to hold an extraordinary general meeting of shareholders on April 18, 2024 to further extend the Combination Period from April 22, 2024 to October 22, 2024. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merger Sub. There has been no intercompany activity since inception. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could di |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
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. There were no cash equivalents as of December 31, 2023 and 2022. |
Cash and Investment Held in Trust Account | Cash and Investment Held in Trust Account On June 14, 2023, the Company liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. The funds in the Trust Account are currently maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of consummation of the Company’s initial Business Combination and liquidation. Prior to June 14, 2023, the Company’s portfolio of investments was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2023 and 2022, the Company had approximately $183.3 million in cash and $350.0 million in investments held in the Trust Account, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s assets and liabilities recognized in the consolidated balance sheets, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the fair values for such assets and liabilities either because of the short-term nature of the instruments or because the instrument is recognized at fair value. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued warrants to purchase shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The warrants issued in connection with the Initial Public Offering and the Over-Allotment (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement non-current |
Offering Costs Associated with Initial Public Offering | Offering Costs Associated with Initial Public Offering Offering costs consists of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to the total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating non-current current |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption As discussed in Note 1, all of the Class A ordinary shares sold as part of the Units in the Initial Public Offering and the Over-Allotment contain a redemption feature which allows for the redemption of the Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. At the Extension Meeting, shareholders holding 17,235,298 of the Company’s Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $180.9 million (approximately $10.49 per share) was removed from the Trust Account to pay such holders. Accordingly, as of December 31, 2023 and 2022, 17,264,702 and 34,500,000 Class A ordinary shares subject to possible redemption, respectively, at the redemption amount are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, paid-in |
Income Taxes | Income Taxes FASB 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 There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands’ federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income Per Ordinary Share | Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 15,558,333 Class A ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income—basic and diluted $ 10,048,693 $ 2,799,553 $ 11,375,685 $ 2,843,921 Denominator: Basic and diluted weighted average ordinary shares outstanding 30,958,500 8,625,000 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.32 $ 0.32 $ 0.33 $ 0.33 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income—basic and diluted $ 10,048,693 $ 2,799,553 $ 11,375,685 $ 2,843,921 Denominator: Basic and diluted weighted average ordinary shares outstanding 30,958,500 8,625,000 34,500,000 8,625,000 Basic and diluted net income per ordinary share $ 0.32 $ 0.32 $ 0.33 $ 0.33 |
Class A Ordinary Shares Subje_2
Class A Ordinary Shares Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class A Ordinary Shares Subject to Possible Redemption [Abstract] | |
Schedule of Ordinary Shares Subject to Possible Redemption | Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to public warrants (14,662,500 ) Class A ordinary share issuance costs (29,430,786 ) Plus: Increase in redemption value of Class A ordinary shares subject to possible redemption 48,984,439 Class A ordinary share subject to possible redemption, December 31, 2022 349,891,153 Less: Redemptions (180,870,897 ) Plus: Waiver of deferred underwriting fees 4,624,725 Increase in redemption value of Class A ordinary shares subject to possible redemption 9,532,958 Class A ordinary share subject to possible redemption, December 31, 2023 $ 183,177,939 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities | The following tables present information about the Company’s assets and liabilities as of December 31, 2023 and 2022, that are measured at fair value on a recurring basis, by level within the fair value hierarchy: December 31, 2023 Description Quoted Significant Significant Liabilities: Derivative warrant liabilities—Public Warrants $ — $ 766,763 $ — Derivative warrant liabilities—Private Placement Warrants $ — $ 616,373 $ — December 31, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account $ 349,991,153 $ — $ — Liabilities: Derivative warrant liabilities—Public Warrants $ 1,725,000 $ — $ — Derivative warrant liabilities—Private Placement Warrants $ — $ 1,386,667 $ — |
Description of Organization, _2
Description of Organization, Business Operations and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Oct. 19, 2023 | Jul. 19, 2023 | Jul. 17, 2023 | Jul. 27, 2021 | Jul. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 10, 2023 | Oct. 20, 2023 | Aug. 18, 2023 | Aug. 07, 2023 | Jul. 31, 2023 | |
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Share price per share (in Dollars per share) | $ 10 | |||||||||||
Private placement warrants (in Shares) | 5,893,333 | |||||||||||
Net proceeds | $ 345,000,000 | |||||||||||
Percentage of fair market value | 80% | |||||||||||
Public per share (in Dollars per share) | $ 10 | |||||||||||
Net tangible assets | $ 5,000,001 | |||||||||||
Business combination percentage | 100% | |||||||||||
Public shares redeem percentage | 100% | |||||||||||
Interest expenses | $ 100,000 | |||||||||||
Operating cash | 469,000 | |||||||||||
Working capital | 1,021,000 | |||||||||||
Loan proceeds | 195,000 | |||||||||||
Aggregate principal amount | 500,000 | |||||||||||
Working capital loans | $ 335,000 | $ 0 | ||||||||||
Principal amount | $ 1,000,000 | |||||||||||
Price of per warrants (in Dollars per share) | $ 1.5 | |||||||||||
Borrowed amount | $ 280,000 | $ 100,000 | ||||||||||
Ordinary shares, par value (in Dollars per share) | $ 10 | |||||||||||
Underwriting commissions waived | $ 4,830,000 | |||||||||||
Proceeds from (repayments of) short-term debt | 499,500 | |||||||||||
Proceeds from the sale of restricted assets | 180,870,897 | |||||||||||
Extraordinary General Meeting Held To Extend The Date By Which Business Combination Shall be Consummated [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Latest date before which business combination shall be consummated | Apr. 22, 2024 | |||||||||||
Per month contribution into the trust account | $ 258,970.53 | $ 258,970.53 | ||||||||||
Per share amount to be contributed to the trust account | $ 0.015 | |||||||||||
Aggregate amount to be contributed to the trust account | $ 1,553,823.18 | |||||||||||
Proceeds from the sale of restricted assets | $ 180,900,000 | |||||||||||
Temporary equity redemption price per share | $ 10.49 | |||||||||||
Initial Public Offering [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Shares units (in Shares) | 30,000,000 | |||||||||||
Share price per share (in Dollars per share) | $ 10 | |||||||||||
Gross proceeds | $ 300,000,000 | |||||||||||
Offering costs | 28,300,000 | |||||||||||
Deferred underwriting commission | $ 12,075,000 | 10,500,000 | ||||||||||
Excess of fair value over price paid | 11,100,000 | |||||||||||
Payment to offering cost | $ 25,000 | |||||||||||
Net proceeds | 3,500,000 | |||||||||||
Underwriting commission | $ 9,960,000 | $ 11,100,000 | ||||||||||
Over-Allotment [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Gross proceeds | 45,000,000 | |||||||||||
Offering costs | 2,500,000 | |||||||||||
Deferred underwriting commission | $ 1,600,000 | |||||||||||
Purchased additional shares (in Shares) | 4,500,000 | |||||||||||
Offering costs were allocated to derivative warrant liabilities | $ 1,300,000 | |||||||||||
Investors purchased units (in Shares) | 32,400,000 | |||||||||||
Private Placement Warrant [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Gross proceeds | $ 9,500,000 | |||||||||||
Warrant shares (in Shares) | 5,893,333 | |||||||||||
Warrant [Member] | Private Placement Warrant [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Sale of warrants units (in Shares) | 6,333,333 | |||||||||||
Share price per share (in Dollars per share) | $ 1.5 | |||||||||||
Borrower purchased share (in Shares) | 600,000 | |||||||||||
Warrant [Member] | Second Private Placement [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Gross proceeds | $ 900,000 | |||||||||||
Class A Ordinary Shares [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Public share percentage | 20% | |||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Stock repurchase program, number of shares authorized to be repurchased | 360,000 | |||||||||||
Temporary equity stock shares subject to redemption shares | 17,235,298 | 17,235,298 | ||||||||||
Temporary equity redemption price per share | $ 10.61 | $ 10.14 | ||||||||||
Class B Ordinary Shares [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Class B Ordinary Shares [Member] | Jack Leeney [Member] | Audit Committee [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Common stock issuable | 20,000 | |||||||||||
Compensation per quarter payable | $ 25,000 | |||||||||||
Class B Ordinary Shares [Member] | Andrew Lipsher [Member] | Compensation Committee [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Common stock issuable | 20,000 | |||||||||||
Compensation per quarter payable | $ 25,000 | |||||||||||
Class B Ordinary Shares [Member] | Mathew Schindel [Member] | Nomination and Remuneration Committee [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Common stock issuable | 20,000 | |||||||||||
Compensation per quarter payable | $ 25,000 | |||||||||||
Sponsor [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Loan, held-in-portfolio, principal outstanding | $ 999,000 | $ 1,000,000 | ||||||||||
Sponsor [Member] | Extension Note [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Aggregate principal amount | $ 1,553,823.18 | |||||||||||
Sponsor [Member] | Class B Ordinary Shares [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Equivalent amount transfer of shares | $ 499,500 | |||||||||||
Business Combination [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Business combination post transaction own percentage | 50% | |||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Share price per share (in Dollars per share) | $ 10 | |||||||||||
Trust account price per share (in Dollars per share) | 10 | |||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Transaction agreement [Member] | ||||||||||||
Description of Organization, Business Operations and Basis of Presentation (Details) [Line Items] | ||||||||||||
Trust account price per share (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies Details Line Items | ||
Federal deposit insurance (in Dollars) | $ 250,000 | |
Cash held in the trust account (in Dollars) | $ 183,300,000 | $ 350,000,000 |
Shares subject to possible redemption | 17,264,702 | 34,500,000 |
Proceeds from Sale of Restricted Investments | $ 180,870,897 | |
Extraordinary General Meeting Held To Extend The Date By Which Business Combination Shall be Consummated [Member] | ||
Summary of Significant Accounting Policies Details Line Items | ||
Temporary Equity, Redemption Price Per Share | $ 10.49 | |
Proceeds from Sale of Restricted Investments | $ 180,900,000 | |
Common Class A [Member] | ||
Summary of Significant Accounting Policies Details Line Items | ||
Purchase an aggregate of shares | 15,558,333 | |
Temporary Equity, Redemption Price Per Share | $ 10.61 | $ 10.14 |
Temporary Equity Stock Shares Subject To Redemption Shares | 17,235,298 | 17,235,298 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income Per Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Basic and diluted net income per ordinary share: | ||
Allocation of net income - basic and diluted | $ 10,048,693 | $ 11,375,685 |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 30,958,500 | 34,500,000 |
Diluted weighted average ordinary shares outstanding | 30,958,500 | 34,500,000 |
Basic net income per ordinary share | $ 0.32 | $ 0.33 |
Diluted net income per ordinary share | $ 0.32 | $ 0.33 |
Common Class B [Member] | ||
Basic and diluted net income per ordinary share: | ||
Allocation of net income - basic and diluted | $ 2,799,553 | $ 2,843,921 |
Denominator: | ||
Basic weighted average ordinary shares outstanding | 8,625,000 | 8,625,000 |
Diluted weighted average ordinary shares outstanding | 8,625,000 | 8,625,000 |
Basic net income per ordinary share | $ 0.32 | $ 0.33 |
Diluted net income per ordinary share | $ 0.32 | $ 0.33 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 17, 2023 | Jul. 27, 2021 | Jul. 22, 2021 | Dec. 31, 2023 | |
Initial Public Offering Details Line Items | ||||
Number of shares issued (in Shares) | 4,500,000 | |||
Gross proceeds | $ 45,000 | |||
IPO [Member] | ||||
Initial Public Offering Details Line Items | ||||
Number of shares issued (in Shares) | 30,000,000 | |||
Share price per share (in Dollars per share) | $ 10 | |||
Gross proceeds | $ 300,000 | |||
Offering costs | 28,300 | |||
Deferred underwriting commissions | $ 12,075 | 10,500 | ||
Underwriting commission | $ 9,960 | $ 11,100 | ||
Over-Allotment Option [Member] | ||||
Initial Public Offering Details Line Items | ||||
Offering costs | 2,500 | |||
Deferred underwriting commissions | $ 1,600 | |||
Offering costs allocated to derivate warrant liabilities | $ 1,300 | |||
Sale of units (in Shares) | 32,400,000 | |||
Class A Ordinary Shares [Member] | ||||
Initial Public Offering Details Line Items | ||||
Warrants exercise price per share (in Shares) | 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Aug. 18, 2023 | Aug. 07, 2023 | Jul. 19, 2023 | May 09, 2023 | Mar. 09, 2023 | Feb. 01, 2023 | Jul. 19, 2021 | Feb. 09, 2021 | Feb. 03, 2021 | Jul. 27, 2021 | Feb. 18, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2023 | Jul. 22, 2021 | |
Related Party Transactions Details Line Items | |||||||||||||||
Founder shares | $ 1,125,000 | ||||||||||||||
Issued and outstanding ordinary shares percentage | 20% | ||||||||||||||
Sponsor transferred founder shares (in Shares) | 1,650,000 | ||||||||||||||
Purchased additional private placement warrants (in Shares) | 600,000 | ||||||||||||||
Private placement warrant | $ 5,893,333 | ||||||||||||||
Borrowed amount | $ 280,000 | $ 100,000 | |||||||||||||
Principal amount | $ 500,000 | ||||||||||||||
Amount borrowed | $ 185,000 | $ 50,000 | $ 100,000 | ||||||||||||
Outstanding working capital loans | 335,000 | $ 0 | |||||||||||||
Notes issued | $ 1,000,000 | ||||||||||||||
Expenses amount | $ 1.5 | 21,000 | 71,000 | ||||||||||||
Office rent | $ 10,000 | ||||||||||||||
General and administrative expenses - related party | 120,000 | 120,000 | |||||||||||||
Amount payable for service | 50,000 | 0 | |||||||||||||
Accounts payable | 0 | 1,000 | |||||||||||||
Convertible debt non current | 380,000 | ||||||||||||||
Other liabilities non current | 133,333 | ||||||||||||||
Audit Committee [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Additional compensation per quarter payable | $ 5,000 | ||||||||||||||
Independent Director One [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Compensation per quarter payable | 25,000 | ||||||||||||||
Independent Director Two [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Compensation per quarter payable | 25,000 | ||||||||||||||
Independent Director Three [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Compensation per quarter payable | $ 25,000 | ||||||||||||||
Independent Director One Two And Three [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Compensation expenses | 133,333 | ||||||||||||||
Other liabilities non current | $ 133,333 | $ 0 | |||||||||||||
Founder Shares [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Sponsor paid | $ 25,000 | ||||||||||||||
Sponsor par value (in Dollars per share) | $ 0.003 | ||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Issuance of ordinary shares (in Shares) | 4,500,000 | ||||||||||||||
Founder shares | $ 1,125,000 | ||||||||||||||
Generating proceeds | $ 900,000 | ||||||||||||||
Private Placement Warrant [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Sale of private placement warrants (in Shares) | 6,333,333 | ||||||||||||||
Warrant price (in Dollars per share) | $ 1.5 | ||||||||||||||
Generating proceeds | $ 9,500,000 | ||||||||||||||
Initial Public Offering [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Cover expenses | $ 600,000 | ||||||||||||||
Class B Ordinary Shares [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Issuance of ordinary shares (in Shares) | 1,437,500 | ||||||||||||||
Aggregate of founder shares outstanding (in Shares) | 8,625,000 | ||||||||||||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Issuance of ordinary shares (in Shares) | 7,187,500 | ||||||||||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | ||||||||||||||
Class A Ordinary Shares [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Ordinary shares equals or exceeds (in Dollars per share) | $ 12 | ||||||||||||||
Class A Ordinary Shares [Member] | Private Placement Warrant [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Warrant exercisable (in Dollars per share) | 11.5 | ||||||||||||||
Business Combination [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Warrant price (in Dollars per share) | $ 1.5 | ||||||||||||||
Working capital loans | $ 1,500,000 | ||||||||||||||
Related Party Loans [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Borrowed amount | $ 195,000 | ||||||||||||||
Amount borrowed | $ 280,000 | $ 100,000 | |||||||||||||
Monte Carlo [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Fair value of founder shares (in Dollars per share) | $ 11,100,000 | ||||||||||||||
Fair value of founder shares per share (in Dollars per share) | $ 6.73 | ||||||||||||||
HCGP [Member] | Convertible Debt [Member] | |||||||||||||||
Related Party Transactions Details Line Items | |||||||||||||||
Convertible debt non current | $ 380,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 14, 2023 | Jul. 17, 2023 | Jul. 27, 2021 | Jul. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitmentsand Contingencies Details Line Items | ||||||
Underwriting commissions waived | $ 4,830,000 | |||||
Proceeds from the sale of restricted assets | $ 180,870,897 | |||||
Class A Ordinary Shares [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Share price per unit (in Dollars per share) | $ 0.0001 | |||||
Temporary equity redemption price per share | $ 10.61 | $ 10.14 | ||||
Temporary equity stock shares subject to redemption shares | 17,235,298 | 17,235,298 | ||||
Extraordinary General Meeting Held To Extend The Date By Which Business Combination Shall be Consummated [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Proceeds from the sale of restricted assets | $ 180,900,000 | |||||
Temporary equity redemption price per share | $ 10.49 | |||||
TRTL [Member] | Sponsor Support Agreement [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Volume weighted average share price for earnout payment | $ 12 | |||||
Number of trading days for calculating the share price | 20 days | |||||
Number of consecutive trading days for calculating the share price | 30 days | |||||
Period after closing of business combination for calculation of share price | 2 years | |||||
TRTL [Member] | Contingent Stock Rights Agreement [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Volume weighted average share price for earnout payment | $ 12 | |||||
Number of trading days for calculating the share price | 20 days | |||||
Number of consecutive trading days for calculating the share price | 30 days | |||||
Number of shares agreed to be deposited into the escrow account | 5,500,000 | |||||
TRTL [Member] | Maximum [Member] | One Energy [Member] | Business Combination Agreement [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Time period within which earnout consideration shall be paid | 5 years | |||||
TRTL [Member] | Minimum [Member] | One Energy [Member] | Business Combination Agreement [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Time period within which earnout consideration shall be paid | 90 days | |||||
TRTL [Member] | Earnout Condition One [Member] | One Energy [Member] | Business Combination Agreement [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Volume weighted average share price for earnout payment | $ 12.5 | |||||
Number of trading days for calculating the share price | 20 days | |||||
Number of consecutive trading days for calculating the share price | 30 days | |||||
Common stock shares issuable | 2,500,000 | |||||
TRTL [Member] | Earnout Condition Two [Member] | One Energy [Member] | Business Combination Agreement [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Volume weighted average share price for earnout payment | $ 15 | |||||
Number of trading days for calculating the share price | 20 days | |||||
Number of consecutive trading days for calculating the share price | 30 days | |||||
Common stock shares issuable | 2,500,000 | |||||
Over-Allotment Option [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Shares issued additional Units (in Shares) | 4,500,000 | |||||
Share price per unit (in Dollars per share) | $ 0.35 | |||||
Underwriters additional fee | $ 900,000 | |||||
Deferred underwriting | $ 10,500,000 | |||||
Additional deferred underwriting commissions | 1,600,000 | |||||
Deferred underwriting commissions | $ 1,600,000 | |||||
IPO [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Share price per unit (in Dollars per share) | $ 0.2 | |||||
Underwriters additional fee | $ 6,000,000 | |||||
Underwriting commissions | $ 9,960,000 | $ 11,100,000 | ||||
Deferred underwriting commissions | $ 12,075,000 | $ 10,500,000 | ||||
Deferred Legal Fees Associated with The Initial Public Offering [Member] | ||||||
Commitmentsand Contingencies Details Line Items | ||||||
Aggregate amount | $ 174,000 | $ 174,000 |
Class A Ordinary Shares Subje_3
Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items] | ||
Ordinary shares, shares authorized | 220,000,000 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | |
Common stock voting | Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. | |
Ordinary shares, shares outstanding | 17,264,702 | 34,500,000 |
Class A Ordinary Shares Subje_4
Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Ordinary Shares Subject to Possible Redemption - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares Subject To Mandatory Redemption By Settlement Terms Line Items | ||
Gross proceeds | $ 345,000,000 | |
Less: | ||
Proceeds allocated to public warrants | $ (14,662,500) | |
Class A ordinary share issuance costs (in Shares) | (29,430,786) | |
Redemptions | $ (180,870,897) | |
Plus: | ||
Waiver of deferred underwriting fees | 4,624,725 | |
Increase in redemption value of Class A ordinary shares subject to possible redemption | 9,532,958 | $ 48,984,439 |
Class A ordinary share subject to possible redemption | 183,177,939 | $ 349,891,153 |
Class A Ordinary Shares [Member] | ||
Less: | ||
Redemptions | $ (180,870,897) |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 27, 2021 | Feb. 18, 2021 | Feb. 28, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Shareholders Deficit Details Line Items | |||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 10 | ||||
Converted basis, percentage | 20% | ||||
Common Class A [Member] | |||||
Shareholders Deficit Details Line Items | |||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares subject to possible redemption, shares issued | 17,264,702 | 34,500,000 | |||
Ordinary shares subject to possible redemption, shares outstanding | 17,264,702 | 34,500,000 | |||
Issued and outstanding ordinary shares | 20% | ||||
Ordinary shares outstanding | 0 | 0 | |||
Temporary equity stock shares subject to redemption shares | 17,235,298 | 17,235,298 | |||
Common Class B [Member] | |||||
Shareholders Deficit Details Line Items | |||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Ordinary shares issued | 7,187,500 | ||||
Exchange payment (in Dollars) | $ 25,000 | ||||
Per share (in Dollars per share) | $ 0.003 | ||||
Share capitalization | 1,437,500 | ||||
Aggregate of founder shares | 8,625,000 | ||||
Aggregate of shares | 8,625,000 | ||||
Aggregate of shares were subject to forfeiture | 1,125,000 | ||||
No longer subject to possible forfeiture | 1,125,000 | ||||
Ordinary shares outstanding | 8,625,000 | 8,625,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Warrant Liabilities Details Line Items | ||
Warrants expire | 5 years | |
Effective price per share | $ 9.2 | |
Newly issued price, percentage | 115% | |
Common Class A [Member] | ||
Derivative Warrant Liabilities Details Line Items | ||
Minimum Period Of Prior Written Notice Of Redemption Of Warrants | 30 days | |
Number Of Trading Day For Determining Prior Redemption Notice Period | 10 days | |
Number Of Days Of Redemption Period | 30 days | |
From The Completion Of Business Combination [Member] | ||
Derivative Warrant Liabilities Details Line Items | ||
Class Of Warrants Or Rights Period After Which The Warrants Are Exercisable | 90 days | |
Share Price Equal Or Exceeds Ten Rupees Per Dollar [Member] | Common Class A [Member] | ||
Derivative Warrant Liabilities Details Line Items | ||
Share Price | $ 10 | |
Public Warrants [Member] | ||
Derivative Warrant Liabilities Details Line Items | ||
Warrant outstanding (in Shares) | 8,625,000 | |
Private Placement Warrants [Member] | ||
Derivative Warrant Liabilities Details Line Items | ||
Warrant outstanding (in Shares) | 6,933,333 | |
Class Of Warrants Or Rights Redemption Price Per Unit | $ 0.01 | |
Notice Period To Be Given Prior To Redemption | 30 days | |
Period After Initial Business Combination To Allow Transfer Of Shares | 30 days | |
Private Placement Warrants [Member] | Share Price Equal Or Exceeds Eighteen Rupees Per Dollar [Member] | ||
Derivative Warrant Liabilities Details Line Items | ||
Share Price | $ 18 | |
Number Of Trading Days For Determining The Share Price | 20 days | |
Number Of Consecutive Trading Days For Determining The Share Price | 30 days | |
Private Placement [Member] | ||
Derivative Warrant Liabilities Details Line Items | ||
Warrants become exercisable, description | Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sale price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | |
Warrant [Member] | ||
Derivative Warrant Liabilities Details Line Items | ||
Exercise price per share | $ 11.5 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Derivative warrant liabilities | $ 1.7 | $ 11 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Derivative warrant liabilities | $ 1,383,136 | $ 3,111,667 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments and cash held in Trust Account | 349,991,153 | |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 0 | 1,725,000 |
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments and cash held in Trust Account | ||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 766,763 | |
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | 616,373 | 1,386,667 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments and cash held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Derivative warrant liabilities |
Subsequent Events (Details)
Subsequent Events (Details) - $ / shares | Feb. 14, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Subsequent Events Details Line Items | |||
Common Stock, Par or Stated Value Per Share | $ 10 | ||
Preferred Stock, Par or Stated Value Per Share | 0.0001 | $ 0.0001 | |
Class B Ordinary Shares [Member] | |||
Subsequent Events Details Line Items | |||
Common Stock, Par or Stated Value Per Share | 0.0001 | 0.0001 | |
Class A Ordinary Shares [Member] | |||
Subsequent Events Details Line Items | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Subsequent Event [Member] | One Energy [Member] | |||
Subsequent Events Details Line Items | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Subsequent Event [Member] | Pubco [Member] | |||
Subsequent Events Details Line Items | |||
Preferred Stock, Par or Stated Value Per Share | 0.0001 | ||
Subsequent Event [Member] | Common Stock [Member] | Pubco [Member] | |||
Subsequent Events Details Line Items | |||
Common Stock, Par or Stated Value Per Share | 0.0001 | ||
Subsequent Event [Member] | TRTL Merger [Member] | Common Stock [Member] | |||
Subsequent Events Details Line Items | |||
Common Stock, Par or Stated Value Per Share | 0.0001 | ||
Subsequent Event [Member] | Class B Ordinary Shares [Member] | TRTL Merger [Member] | |||
Subsequent Events Details Line Items | |||
Common Stock, Par or Stated Value Per Share | 0.0001 | ||
Subsequent Event [Member] | Class A Ordinary Shares [Member] | TRTL Merger [Member] | |||
Subsequent Events Details Line Items | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |