Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Jun. 30, 2024 | |
Entity File Number | 001-41006 | |
Entity Registrant Name | INTEGRAL ACQUISITION CORPORATION 1 | |
Entity Central Index Key | 0001850262 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-2148394 | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 209-6132 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | true | |
Entity Address, Address Line One | 11330 Avenue of the Americas, 23rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Ex Transition Period | false | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | INTE | |
Capital Units [Member] | ||
Document Information [Line Items] | ||
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one redeemable Warrant | |
Trading Symbol | INTEU | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | |
Trading Symbol | INTEW | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,073,341 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Cash | $ 973,267 | $ 75,891 |
Prepaid franchise tax | 62,000 | 18,350 |
Prepaid expenses | 41,095 | 7,223 |
Total current assets | 1,076,362 | 101,464 |
Cash held in Trust Account | 13,325,388 | 12,956,224 |
Total Assets | 14,401,750 | 13,057,688 |
Current liabilities: | ||
Accrued expenses | 1,222,573 | 841,202 |
Due to related party | 80,000 | 80,000 |
Promissory Notes—Related Party | 594,665 | 414,917 |
Working Capital Loans | 1,390,335 | 910,083 |
Excise Tax payable | 1,076,073 | 1,076,073 |
Income taxes payable | 110,506 | 53,363 |
Total liabilities | 4,474,152 | 3,375,638 |
Commitments and Contingencies (Note 4) | ||
Class A Common Stock subject to possible redemption, 1,198,342 shares at redemption value of $11.08 and $10.78 per share at June 30, 2024 and December 31, 2023, respectively | 13,279,328 | 12,923,657 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (3,352,018) | (3,241,895) |
Total stockholders' deficit | (3,351,730) | (3,241,607) |
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit | 14,401,750 | 13,057,688 |
Common Class A [Member] | ||
Current liabilities: | ||
Class A Common Stock subject to possible redemption, 1,198,342 shares at redemption value of $11.08 and $10.78 per share at June 30, 2024 and December 31, 2023, respectively | 13,279,328 | 12,923,657 |
Stockholders' Deficit | ||
Common Stock | 288 | 288 |
Common Class B [Member] | ||
Stockholders' Deficit | ||
Common Stock | $ 0 | $ 0 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Nov. 03, 2023 | Nov. 02, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Common Class A [Member] | ||||||
Temporary equity, shares outstanding | 1,198,342 | 1,198,342 | 11,500,000 | |||
Temporary Equity, Redemption Price Per Share | $ 11.08 | $ 10.78 | $ 10.79 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock shares issued | 2,874,999 | 2,874,999 | ||||
Common stock shares outstanding | 2,874,999 | 2,874,999 | 4,073,341 | |||
Common Class B [Member] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock shares issued | 1 | 1 | ||||
Common stock shares outstanding | 1 | 1 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating costs | $ 523,160 | $ 544,039 | $ 908,571 | $ 872,259 |
Loss from operations | (523,160) | (544,039) | (908,571) | (872,259) |
Unrealized loss on change in fair value of FPA liability | 0 | (642,739) | 0 | (862,581) |
Unrealized loss on Trust Account | 0 | (319,129) | 0 | 132,383 |
Interest income | 171,811 | 1,117,138 | 341,262 | 1,917,032 |
Total other income, net | 171,811 | 155,270 | 341,262 | 1,186,834 |
Loss before provision for income taxes | (351,349) | (388,769) | (567,309) | 314,575 |
Provision for income taxes | (43,068) | (157,082) | (87,143) | (409,366) |
Net loss | $ (394,417) | $ (545,851) | $ (654,452) | $ (94,791) |
Common Stock [Member] | ||||
Basic weighted average shares outstanding | 1,198,342 | 6,753,044 | 1,198,342 | 9,113,409 |
Diluted weighted average shares outstanding | 1,198,342 | 6,753,044 | 1,198,342 | 9,113,409 |
Basic net (loss) per Common Stock | $ (0.1) | $ (0.06) | $ (0.16) | $ (0.01) |
Diluted net (loss) per Common Stock | $ (0.1) | $ (0.06) | $ (0.16) | $ (0.01) |
Non Redeemable Common Shares [Member] | ||||
Basic weighted average shares outstanding | 2,875,000 | 6,753,044 | 2,875,000 | 2,875,000 |
Diluted weighted average shares outstanding | 2,875,000 | 6,753,044 | 2,875,000 | 2,875,000 |
Basic net (loss) per Common Stock | $ (0.1) | $ (0.06) | $ (0.16) | $ (0.01) |
Diluted net (loss) per Common Stock | $ (0.1) | $ (0.06) | $ (0.16) | $ (0.01) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Deficit - USD ($) | Total | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2022 | $ (7,961,523) | $ 288 | $ 0 | $ (7,961,811) | |
Beginning Balance , shares at Dec. 31, 2022 | 2,875,000 | ||||
Accretion of Class A Common Stock to redemption amount | (949,072) | 0 | (949,072) | ||
Net income (Loss) | 451,060 | 0 | 451,060 | ||
Balance Ending at Mar. 31, 2023 | (8,459,535) | $ 288 | 0 | (8,459,823) | |
Balance Ending , shares at Mar. 31, 2023 | 2,875,000 | ||||
Beginning Balance at Dec. 31, 2022 | (7,961,523) | $ 288 | 0 | (7,961,811) | |
Beginning Balance , shares at Dec. 31, 2022 | 2,875,000 | ||||
Excise tax payable | 878,437 | ||||
Net income (Loss) | (94,791) | ||||
Balance Ending at Jun. 30, 2023 | (10,684,750) | $ 288 | 0 | (10,685,038) | |
Balance Ending , shares at Jun. 30, 2023 | 2,875,000 | ||||
Beginning Balance at Mar. 31, 2023 | (8,459,535) | $ 288 | 0 | (8,459,823) | |
Beginning Balance , shares at Mar. 31, 2023 | 2,875,000 | ||||
Accretion of Class A Common Stock to redemption amount | (800,927) | 0 | (800,927) | ||
Excise tax payable | (878,437) | 0 | (878,437) | ||
Net income (Loss) | (545,851) | 0 | (545,851) | ||
Balance Ending at Jun. 30, 2023 | (10,684,750) | $ 288 | 0 | (10,685,038) | |
Balance Ending , shares at Jun. 30, 2023 | 2,875,000 | ||||
Beginning Balance at Dec. 31, 2023 | (3,241,607) | $ 288 | $ 0 | 0 | (3,241,895) |
Beginning Balance , shares at Dec. 31, 2023 | 2,874,999 | 1 | |||
Accretion of Class A Common Stock to redemption amount | (178,852) | 0 | (178,852) | ||
Net income (Loss) | (260,035) | 0 | (260,035) | ||
Balance Ending at Mar. 31, 2024 | (3,680,494) | $ 288 | $ 0 | 0 | (3,680,782) |
Balance Ending , shares at Mar. 31, 2024 | 2,874,999 | 1 | |||
Beginning Balance at Dec. 31, 2023 | (3,241,607) | $ 288 | $ 0 | 0 | (3,241,895) |
Beginning Balance , shares at Dec. 31, 2023 | 2,874,999 | 1 | |||
Excise tax payable | 0 | ||||
Escrow funding from Cartesian Escrow Parties | 900,000 | ||||
Net income (Loss) | (654,452) | ||||
Balance Ending at Jun. 30, 2024 | (3,351,730) | $ 288 | $ 0 | 0 | (3,352,018) |
Balance Ending , shares at Jun. 30, 2024 | 2,874,999 | 1 | |||
Beginning Balance at Mar. 31, 2024 | (3,680,494) | $ 288 | $ 0 | 0 | (3,680,782) |
Beginning Balance , shares at Mar. 31, 2024 | 2,874,999 | 1 | |||
Accretion of Class A Common Stock to redemption amount | (176,819) | 0 | (176,819) | ||
Escrow funding from Cartesian Escrow Parties | 900,000 | 0 | 900,000 | ||
Net income (Loss) | (394,417) | 0 | (394,417) | ||
Balance Ending at Jun. 30, 2024 | $ (3,351,730) | $ 288 | $ 0 | $ 0 | $ (3,352,018) |
Balance Ending , shares at Jun. 30, 2024 | 2,874,999 | 1 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from Operating Activities: | |||||||
Net loss | $ (394,417) | $ (260,035) | $ (545,851) | $ 451,060 | $ (654,452) | $ (94,791) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Unrealized gain on Trust Account | 0 | 319,129 | 0 | (132,383) | |||
Unrealized loss on change in fair value of FPA liability | 0 | 862,581 | |||||
Interest earned on cash and investments held in Trust Account | (341,262) | (1,917,032) | |||||
Changes in current assets and current liabilities: | |||||||
Prepaid expenses | (33,872) | 144,152 | |||||
Accrued expenses | 381,371 | 163,776 | |||||
Income taxes payable | 75,493 | 59,366 | |||||
Franchise taxes payable | (62,000) | (40,164) | |||||
Net cash used in operating activities | (634,722) | (954,495) | |||||
Cash flows from Investing Activities: | |||||||
Extension funding of Trust Account | (179,752) | (210,000) | |||||
Funds withdrawn for redemptions | 0 | 87,843,748 | |||||
Cash withdrawn from Trust Account to pay taxes | 151,850 | 490,214 | |||||
Net cash (used in) provided by investing activities | (27,902) | 88,123,962 | |||||
Cash flows from Financing Activities: | |||||||
Funds withdrawn for redemptions | 0 | (87,843,748) | |||||
Borrowings from related party | 480,252 | 0 | |||||
Escrow funding from Cartesian Escrow Parties | 900,000 | 900,000 | |||||
Proceeds from issuance of Promissory Notes to related party | 179,748 | 315,000 | |||||
Net cash provided by (used in) financing activities | 1,560,000 | (87,528,748) | |||||
Net change in cash | 897,376 | (359,281) | |||||
Cash, beginning of the period | $ 75,891 | $ 601,088 | 75,891 | 601,088 | $ 601,088 | ||
Cash, end of the period | $ 973,267 | 241,807 | 973,267 | 241,807 | $ 75,891 | ||
Supplemental disclosure of noncash investing and financing activities: | |||||||
Income Tax Paid | 0 | 350,000 | |||||
Accretion of Class A shares to redemption amount | 355,671 | 1,749,999 | |||||
Excise tax payable | $ (878,437) | $ 0 | $ 878,437 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (394,417) | $ (260,035) | $ (545,851) | $ 451,060 | $ (654,452) | $ (94,791) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization, Business Operatio
Organization, Business Operations and Liquidity | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operations and Liquidity | Note 1 — Organization, Business Operations and Liquidity Organization and General Integral Acquisition Corporation 1 is a blank check company incorporated as a Delaware corporation on February 16, 2021. The Company was formed for the purpose of effecting a Business Combination. As of June 30, 2024, the Company has neither engaged in any operations nor generated any revenues. All activity for the period from February 16, 2021 (inception) through June 30, 2024, relates to (i) the Company’s formation and the IPO described below, and (ii) since the closing of the IPO the search for a prospective and consummation of 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 will generate non-operating Sponsor and Financing The Sponsor, Integral Sponsor, LLC, is a Delaware limited liability company. The IPO Registration Statement was declared effective on November 2, 2021. On November 5, 2021, the Company, consummated its IPO of 11,500,000 Units, including 1,500,000 Units issued upon exercise in full by the underwriter of its option to purchase additional Units. Each Unit consists of one Public Share, and one-half Simultaneously with the closing of the IPO, the Company completed the Private Placement of an aggregate of 4,950,000 Private Placement Warrants, including 90,000 Private Placement Warrants issued in connection with the exercise in full by the underwriter of its option to purchase additional Units, to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $4,950,000. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Upon the closing of the IPO and the Private Placement, $116,725,000 was placed in the Trust Account, representing the redemption value of the Public Shares sold in the IPO, at their redemption value of $10.15 per share. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the income earned on the Trust Account) at the time of the signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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. There is no assurance that the Company will be able to complete a Business Combination successfully. Founder Shares The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A Common Stock issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Business Combination that results in all of the stockholders having the right to exchange their Class A Common Stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). Lock-up 30-trading Trust Account At June 30, 2024 and December 31, 2023, funds in the Trust Account were invested in an interest bearing demand deposit account. Except for the withdrawal of funds to pay taxes, funds will remain in the Trust Account until the earlier of (i) the consummation of its first Business Combination and (ii) the distribution of the Trust Account as described below. The remaining proceeds outside the Trust Account may be used for (i) business, legal and accounting expenses, (ii) due diligence on prospective acquisitions and (iii) continuing general and administrative expenses. Initial Business Combination The Company will provide its Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share The shares of Common Stock subject to redemption have been recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with ASC 480. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. Following the IPO, the Company initially had only 18 months from the closing of the IPO to complete the initial Business Combination, which period, as further discussed below, was extended to November 5, 2024. If the Company is unable to complete the initial 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 The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Amended and Restated Charter, (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period, and (iv) vote their Founder Shares and any Public Shares purchased during or after the IPO in favor of the initial Business Combination. The Sponsor has agreed that it will 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 entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 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 $10.15 per share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Proposed Business Combination On October 19, 2023, the Company entered into the Flybondi Business Combination Agreement, with Flybondi, FB Parent, Merger Sub and the Signing Sellers. After the date of the Flybondi Business Combination Agreement, the Joining Sellers may join the Flybondi Business Combination Agreement by executing and delivering a Seller Joinder. The Flybondi Business Combination Agreement provides for, among other things, the following transactions: (i) FB Parent will acquire the shares of Flybondi held by the Sellers in exchange for the issuance by FB Parent of new ordinary shares of FB Parent, and (ii) the Company will merge with and into Merger Sub, with the Company continuing as the surviving entity and as a wholly-owned subsidiary of FB Parent, and each of the Company’s issued and outstanding securities immediately prior to such merger will be cancelled and converted into the right of the holder thereof to receive a substantially equivalent security of FB Parent. For a full description of the Flybondi Business Combination Agreement and the proposed Flybondi Business Combination, please see “Item 1. Business” of the 2023 Annual Report. Extensions of the Combination Period On May 3, 2023, the Company held the First Special Meeting. At the First Special Meeting, the stockholders approved the First Extension Amendment Proposal, which extended the date the Company had to consummate an initial Business Combination from May 5, 2023 to November 3, 2023. In connection with the vote to approve the First Extension Amendment Proposal, Public Stockholders holding 8,470,059 Public Shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $87,843,748 (approximately $10.37 per share) was removed from the Trust Account to pay such redeeming Public Stockholders in the First Special Meeting Redemptions. In connection with the approval of the First Extension Amendment Proposal, the Company issued the First Extension Promissory Note in the aggregate principal amount of up to $630,000 to the Sponsor. The First Extension Promissory Note bears no interest and is repayable in full upon the date of the consummation of the initial Business Combination or the Company’s liquidation. Additionally, the Company agreed to make monthly deposits of $105,000 into the Trust Account for each calendar month (commencing on May 8, 2023) or portion thereof, that was needed by the Company to complete an initial Business Combination until November 3, 2023, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) Public Stockholders who elect to have their Pubic Shares redeemed in connection with the consummation of the Business Combination. On November 2, 2023, the Company held the Second Special Meeting, at which the stockholders approved, among other things, the Charter Amendment Proposals. Following approval of the Second Extension Amendment Proposal, the Combination Period was extended from November 3, 2023 to November 5, 2024. In connection with the vote to approve the Charter Amendment Proposals, Public Stockholders holding 1,831,599 Public Shares properly exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $19,763,618 (approximately $10.79 per share) was removed from the Trust Account to pay such redeeming Public Stockholders. In connection with the approval of the Second Extension Amendment Proposal, the Company issued the Second Extension Promissory Note in the aggregate principal amount of up to $359,503 to the Sponsor. The Second Extension Promissory Note bears no interest and is repayable in full upon the date of the consummation of the initial Business Combination or our liquidation. Additionally, the Company has deposited and will continue to deposit $29,958.55 into the Trust Account for each calendar month (commencing on November 8, 2023 and ending on the 5th day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial Business Combination until November 5, 2024, and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) Public Stockholders who elect to have their Pubic Shares redeemed in connection with the consummation of the Business Combination. As of June 30, 2024, the Company had deposited an aggregate of $869,668 to fund the Trust Account. For the three and six month ended June 30, 2024, an aggregate of $89,876 and $179,752, respectively, was deposited in the Trust Account. For the three and six month ended June 30, 2023, an aggregate of $210,000 and $210,000, respectively, was deposited in the Trust Account. The Company may seek to further extend the Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension would require the approval of the Public Stockholders, who will be provided the opportunity to redeem all or a portion of their Public Shares. Such redemptions will likely have a material adverse effect on the amount held in the Trust Account, the Company’s capitalization, principal stockholders and other impacts on the Company or Management Team, such as the Company’s ability to maintain its listing on the Nasdaq Capital Market. Founder Share Conversion Following the approval of the Founder Share Amendment Proposal at the Second Special Meeting, on November 3, 2023, the Company issued an aggregate of 2,874,999 shares of Class A Common Stock (consisting of 2,824,999 shares to the Sponsor and 50,000 shares to an Anchor Investor) upon the conversion of an equal number of shares of Class B Common Stock, held by the Sponsor and such Anchor Investor, respectively. The 2,874,999 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of a Business Combination, as described in the IPO Registration Statement. Following the Founder Share Conversion, the First Special Meeting Redemptions and the Second Special Meeting Redemptions, there were 4,073,341 shares of Class A Common Stock issued and outstanding and one share of Class B Common Stock issued and outstanding. As a result, the Sponsor holds approximately 69.4% of the issued and outstanding Class A Common Stock. Transfer of Trust Account Funds To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, on October 31, 2023, the Company instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing demand deposit account at JPMorgan Chase Bank, N.A., with Continental continuing to act as trustee, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account to the stockholders, as described elsewhere in the Report. Risks and Uncertainties The continuing military conflict between the Russian Federation and Ukraine, the military conflict in the Middle East and the risk of escalations of other military conflicts have created and are expected to create global economic consequences. The specific impact on the Company’s financial condition, results of operations, and cash flows is not determinable as of the date of the accompanying unaudited condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% Excise Tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the Excise Tax. The Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax. In April 2024, the Treasury issued proposed regulations providing guidance with respect to the Excise Tax. Taxpayers may rely on these proposed regulations until final regulations are issued. Under the proposed regulations, liquidating distributions made by publicly traded domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the Excise Tax. Whether and to what extent the Company would be subject to the Excise Tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any PIPE or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination, but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the Excise Tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. During the second quarter, the Internal Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. In association with the Flybondi Business Combination Agreement, the Cartesian Escrow Parties released $900,000 to the Company for the payment of Excise Taxes on April 30, 2024. Termination of Forward Purchase Agreement On August 23, 2021, pursuant to the FPAs, Crescent Park, which is one of the Anchor Investors, and Carnegie Park agreed to purchase up to 2,500,000 Forward Purchase Shares in the case of Crescent Park and up to 500,000 Forward Purchase Shares in the case of Carnegie Park at $10.00 per share (as such price per share may be reduced to $9.20 per share or further reduced to below $9.20 per share with respect to all or part of the Forward Purchase Shares) for gross proceeds up to $30,000,000 in the aggregate if all of the Forward Purchase Shares were purchased at $10.00 per share (or up to $27,600,000 in the aggregate if all of the Forward Purchase Shares were purchased at $9.20 per share, or up to a lower amount in the aggregate if all of the Forward Purchase Shares were purchased at less than $9.20 per share) in private placements that would occur concurrently with the consummation of the initial Business Combination. On December 8, 2023 and December 12, 2023, the Company and each of Carnegie Park and Crescent Park entered into the FPA Termination Agreements to mutually terminate and cancel the FPAs. At the IPO, the Company recognized an offering cost of $1,011,752 within the statement of stockholders’ equity. Upon the termination of the FPAs, the Company recognized an aggregate gain of $2,708,717 with $1,011,752 recognized as a reversal of the offering costs and the remaining $1,696,965 recognized as an unrealized gain on the change in fair value of FPA on the accompanying unaudited condensed statements of operations. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On June 28, 2023, the Company received the First Nasdaq Notice from the Nasdaq Staff notifying the Company that for the prior 30 consecutive business days, its MVLS was below the minimum of $50 million required for continued listing on Nasdaq pursuant to the Market Value Standard. This notification had no immediate effect on the listing or trading of the Company’s securities on Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company had a period of 180 calendar days, or until December 26, 2023, to regain compliance with the Market Value Standard. The First Nasdaq Notice stated that to regain compliance, the Company’s MVLS must close at $50 million or more for a minimum of ten consecutive business days during the Nasdaq Compliance Period, at which time Nasdaq would provide written notification the Company had achieved compliance under the Market Value Standard and the matter would be closed. On October 24, 2023, the Company received the Second Nasdaq Notice from the Nasdaq Staff indicating that it was not in compliance with the Minimum Total Holders Rule, which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market. The Notice was only a notification of deficiency, not of imminent delisting, and had no immediate effect on the listing or trading of the Company’s securities on the Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810I(2)(A)(i), the Second Nasdaq Notice stated that the Company had 45 calendar days, or until December 8, 2023, to submit a plan to regain compliance with the Minimum Total Holders Rule. On December 7, 2023, the Company applied to transfer its securities from the Nasdaq Global Market to the Nasdaq Capital Market. On December 18, 2023, the Company received a letter from the Nasdaq Staff approving its application to list is securities on the Nasdaq Capital Market. The Company’s securities were transferred to the Nasdaq Capital Market at the opening of business on December 21, 2023. The First Nasdaq Notice and Second Nasdaq Notice are deemed to be resolved as a result of this transfer to the Nasdaq Capital Market. Liquidity, Capital Resources and Going Concern As of June 30, 2024, we had $73,267 in our operating bank account, $900,000 in a segregated account for the payment of Excise Taxes, and a working capital deficit of $3,397,790 (including $900,000 in cash received from the Cartesian Escrow Parties for the payment of Excise Taxes). Prior to the completion of the IPO, the Company’s liquidity needs had been satisfied through (i) a loan under the IPO Promissory Note, an unsecured promissory note with the Sponsor totaling $252,950 and (ii) the issuance of 2,875,000 Class B Common Stock at approximately $0.009 per share for gross proceeds of $25,000. The IPO Promissory Note has been repaid and no other borrowings are permitted. Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the issuance of the Private Placement Warrants, which generated gross proceeds of $4,950,000. On May 8, 2023, the Company issued the First Extension Promissory Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $630,000 to be deposited into the Trust Account (see Note 3). As of June 30, 2024, $355,000 had been borrowed under the First Extension Promissory Note. On November 8, 2023, the Company issued the Second Extension Promissory Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $359,503 to be deposited into the Trust Account (see Note 3). As of June 30, 2024, $239,665 had been borrowed under the Second Extension Promissory Note. On July 10, 2023, the Company issued the WCL Promissory Note to the Sponsor, pursuant to which the Sponsor agreed to loan to the Company up to $1,500,000 (see Note 3). As of June 30, 2024, $1,390,335 had been borrowed under the WCL Promissory Note. Included on the accompanying unaudited condensed balance sheet at June 30, 2024 is $900,000 of cash released to the Company on April 30, 2024 by the Cartesian Escrow Parties for the payment of the Company’s Excise Tax liability. Such amount was released to the Company solely for the purpose of the Company paying the Excise Tax liability and (i) under conditions as stipulated in the Flybondi Business Combination Agreement and (ii) is being held by the Company in a segregated bank account. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S.GAAP for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the 2023 Annual Report. The interim results for the three months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the accompanying unaudited condensed financial statements in conformity with U.S. 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 accompanying unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires Management to exercise significant judgement. 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 accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash held in Trust Account As of June 30, 2024 and December 31, 2023, funds in the Trust Account were invested in an interest-bearing demand deposit account. The demand deposit account generally has a readily determinable fair value and is classified as a Level 1 valuation. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. • Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash Forward Purchase Agreement The Company accounted for the 3,000,000 Forward Purchase Shares issued pursuant to the FPAs in accordance with the guidance contained in ASC 815-40 re-measurement re-measurement, On December 8, 2023 and December 12, 2023, the Company and each of Carnegie Park and Crescent Park entered into the FPA Termination Agreements to mutually terminate and cancel the FPAs. With the termination of the FPAs, the FPA fair value was adjusted to $0. At the IPO, the Company recognized an offering cost of $1,011,752 within the statement of stockholders’ equity. Upon the termination of the FPAs, the Company recognized an aggregate gain of $2,708,717 with $1,011,752 recognized as a reversal of the offering costs and the remaining $1,696,965 recognized as an unrealized gain on the change in fair value of the FPAs on the accompanying unaudited condensed statements of operations. Income Taxes The Company accounts for income taxes under ASC 740. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2024 due to New York State and City taxes, Business Combination related expenses and the valuation allowance on the deferred tax assets. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023, due to changes in fair value of the FPAs and the valuation allowance on the deferred tax assets. The Company’s effective tax rate was (12.3)% and (40.4)% for the three months ended June 30, 2024 and 2023, respectively, (15.4)% and 130.1% for the six months ended June 30, 2024 and 2023, respectively. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income taxation by major taxing authorities since its inception. The Company files US federal and New York City and State tax returns and is subject to examination by various taxing authorities. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. Common Stock Subject to Possible Redemption All of the Class A Common Stock sold as part of the Units in the IPO contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. The Class A Common Stock subject to possible redemption reflected on the accompanying condensed balance sheets as of June 30, 2024 and December 31, 2023 is reconciled in the following table: Class A Common Stock subject to possible redemption Shares Amount January 1, 2023 11,500,000 $ 117,737,665 Less: Redemptions (10,301,658 ) (107,607,366 ) Plus: Remeasurement of carrying value to redemption value — 2,793,358 December 31, 2023 1,198,342 $ 12,923,657 January 1, 2024 1,198,342 $ 12,923,657 Plus: Remeasurement of carrying value to redemption value — 355,671 June 30, 2024 1,198,342 $ 13,279,328 Net Loss Per Common Stock The Company complies with the accounting and disclosure requirements of ASC 260. Net loss per Common Stock is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. At June 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of the Company. As a result, diluted loss per Common Stock is the same as basic loss per Common Stock for the periods presented. The accompanying unaudited condensed statements of operations apply the two-class non-redeemable non-redeemable For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Class A And Class B Class A And Class B Class A And Class B Class A And Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (116,034 ) $ (278,383 ) $ (382,856 ) $ (162,995 ) $ (192,534 ) $ (461,918 ) $ (72,059 ) $ (22,732 ) Denominator: Basic and diluted weighted average shares outstanding 1,198,342 2,875,000 6,753,044 2,875,000 1,198,342 2,875,000 9,113,409 2,875,000 Basic and diluted net loss per share $ (0.10 ) $ (0.10 ) $ (0.06 ) $ (0.06 ) $ (0.16 ) $ (0.16 ) $ (0.01 ) $ (0.01 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, 2020-06 2020-06 2020-06 2020-06 In December 2023, the FASB issued ASU 2023-09, 2023-09 2023-09 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 — Related Party Transactions Related Party Loans On July 10, 2023, the Company issued the WCL Promissory Note to the Sponsor in an amount of up to $1,500,000 in connection with the Working Capital Loans. The WCL Promissory Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates a Business Combination and (ii) the date of the liquidation of the Company. Additionally, at the option of the Sponsor, the unpaid principle may be converted into warrants at a conversion price of $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from the Trust Account would be used to repay the Working Capital Loans. As of June 30, 2024 and December 31, 2023, the Company owed $1,390,335 and $910,083, respectively, under the WCL Promissory Note and reported the amounts as Working Capital Loans on the accompanying condensed balance sheets. Administrative Fees Pursuant to the Services Agreement, the Company has agreed to pay the Sponsor a total of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Total administrative fee for the three and six months ended June 30, 2024 is $60,000 and $120,000. Total administrative fee for the three and six months ended June 30, 2023 is $60,000 and $120,000, respectively. At June 30, 2024 and December 31, 2023, $80,000 and $80,000, respectively, is reported on the accompanying condensed balance sheets as due to the Sponsor for the administrative fees. Promissory Notes – Related Party On May 8, 2023, the Company issued the First Extension Promissory Note to the Sponsor in an amount of up to $630,000 to be deposited into the Trust Account ($105,000 per month following the 5 th On November 8, 2023, the Company issued the Second Extension Promissory Note in the aggregate principal amount of up to $359,503 to the Sponsor. The Second Extension Promissory Note bears no interest and is repayable in full upon the earlier to occur of (i) the date on which the Company consummates a Business Combination and (ii) the date of the liquidation of the Company. Additionally, the Company will continue to deposit $29,958.55 into the Trust Account for each calendar month (commencing on November 8, 2023 and ending on the 5 th Consulting and Advisory Services On May 28, 2021, the Company entered into a letter agreement with J.V.B., pursuant to which, the Company engaged Cohen & Company to provide consulting and advisory services in connection with the IPO in return for a transaction fee to be paid to J.V.B. in an amount equal to 10.0% of the aggregate underwriting discount and commissions earned by the underwriters in connection with the IPO to be paid simultaneously with the actual payment of such underwriting discount and commissions to the underwriters upon (i) the closing of the IPO and (ii) the completion of the Business Combination. J.V.B. was one of the Anchor Investors that purchased Units in the IPO and became a member of the Sponsor at the closing of the IPO to hold an indirect interest in a specified number of the Founder Shares held by the Sponsor. On November 4, 2021, the Company paid J.V.B. $85,000 in cash from funds outside of the Trust Account. Funds due to J.V.B. upon the completion of the initial Business Combination ($605,000 in the aggregate) were to be paid by the underwriters of the Initial Public Offering. On November 9, 2023, the Company and J.V.B. mutually agreed to terminate this arrangement. No further transaction fees will be payable to J.V.B. under this engagement of services |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 4 — Commitments and Contingencies Registration Rights Agreement The holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities, as applicable), have registration rights to require the Company to register a sale of any of the Company’s securities held by the holders prior to the consummation of the initial Business Combination pursuant to the Registration Rights Agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriter Agreement The underwriters of the IPO were entitled to a deferred underwriting commission of $0.50 on the first 10,000,000 Units sold in the IPO and $0.70 per Unit sold thereafter, or $6,050,000 in the aggregate. On August 28, 2023, the underwriters waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the closing of the Flybondi Business Combination. As a result, $6,050,000 was recorded to accumulated deficit in relation to the reduction of the deferred underwriter commission. As of June 30, 2024 and December 31, 2023, the deferred underwriting commission is $0. The Company complies with ASC 405 and derecognized the deferred underwriting commission liability upon being released of the obligation by the underwriters. To account for the waiver of the deferred underwriting commission, the Company reduced the deferred underwriter commission liability to $0 and reversed the previously recorded cost of issuing the instruments in the IPO, which included a reduction in the accumulated deficit and increased income available to Class B Common Stock by $6,050,000, which was previously allocated to the Class A Common Stock subject to redemption and accretion recognized at the date of the IPO. Anchor Investment The Anchor Investors purchased an aggregate of approximately $60.8 million of the Units in the IPO at the public offering price. There can be no assurance that the Anchor Investors will retain their Units prior to or upon the consummation of the initial Business Combination. In addition, none of the Anchor Investors has any obligation to vote any of their Public Shares in favor of the initial Business Combination. The Anchor Investors have not been granted any stockholder or other rights that are in addition to those granted to our other Public Stockholders, and were only issued equity interests in the Sponsor, with no right to control the Sponsor or vote or dispose of any securities held by the Sponsor. Further, unlike some anchor investor arrangements of other blank check companies, the Anchor Investors are not required to (i) hold any Units, Class A Common Stock or Public Warrants they may have purchased in the IPO or thereafter for any amount of time, (ii) vote any shares of Class A Common Stock they may own at the applicable time in favor of our initial Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to any Public Shares they hold as the rights afforded to the other Public Stockholders. Forward Purchase Agreements On August 23, 2021, pursuant to the FPAs, Crescent Park, which is one of the Anchor Investors, and Carnegie Park agreed to purchase up to 2,500,000 Forward Purchase Shares in the case of Crescent Park, and up to 500,000 Forward Purchase Shares in the case of Carnegie Park at $10.00 per share (as such price per share may be reduced to $9.20 per share or further reduced to below $9.20 per share with respect to all or part of the Forward Purchase Shares) for gross proceeds up to $30,000,000 in the aggregate if all of the Forward Purchase Shares were purchased at $10.00 per share (or up to $27,600,000 in the aggregate if all of the Forward Purchase Shares were purchased at $9.20 per share or up to a lower amount in the aggregate if all of the Forward Purchase Shares were purchased at less than $9.20 per share) in private placements that would occur concurrently with the consummation of the initial Business Combination. On December 8, 2023 and December 12, 2023, the Company and each of Carnegie Park and Crescent Park entered into the FPA Termination Agreements to mutually terminate and cancel the FPAs. Excise Tax In the First Special Meeting Redemptions and the Second Special Meeting Redemptions, holders of 10,301,658 shares of Class A Common Stock properly exercised their right to redeem their Public Shares for an aggregate redemption amount of $107,607,366. As such, the Company has recorded a 1% Excise Tax liability in the amount of $1,076,073 on the accompanying condensed balance sheet as of June 30, 2024. The liability does not impact the accompanying unaudited condensed statements of operations and is offset against additional paid-in paid-in On April 30, 2024, in association with the Flybondi Business Combination Agreement, the Cartesian Escrow Parties have released $900,000 to the Company solely for the purpose of the Company paying the Excise Tax liability and (i) under conditions as stipulated in the Flybondi Business Combination Agreement and (ii) which is being held by the Company in a segregated bank account. |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | Note 5 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 100,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. Holders of Class A Common Stock are entitled to one vote for each share. As of June 30, 2024 and December 31, 2023, there was 2,874,999 shares of Class A Common Stock issued or outstanding, excluding 1,198,342 shares subject to possible redemption. Following approval of the Founder Share Amendment Proposal, on November 3, 2023, the Company issued an aggregate of 2,874,999 shares of Class A Common Stock to the Sponsor upon the conversion of an equal number of shares of Class B Common Stock held by the Sponsor as Founder Shares in the Founder Share Conversion. The 2,874,999 shares of Class A Common Stock issued in connection with the Founder Share Conversion are subject to the same restrictions as applied to the Class B Common Stock before the Founder Share Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial Business Combination as described in the IPO Registration Statement. Class B Common Stock The Company is authorized to issue 10,000,000 shares of Class B Common Stock with a par value of $0.0001 per share. Holders of the Class B Common Stock are entitled to one vote for each share. At June 30, 2024 and December 31, 2023, there was one share of Class B Common Stock issued and outstanding. The Class B Common Stock will automatically convert into shares of Class A Common Stock concurrently with or immediately following the consummation of the initial Business Combination, or at the option of the holder, on a one-for-one as-converted one-for-one Warrants Each whole Warrant entitles the registered holder to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the Warrant Agreement, a warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock. This means that only a whole Warrant may be exercised at any given time by a warrant holder. No fractional Warrants were issued upon separation of the Units and only whole Warrants trade. The Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A Common Stock until the Warrants expire or are redeemed, as specified in the Warrant Agreement. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants is not effective by the 60 th Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (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 not less than 30 days’ prior written notice of redemption given after the Warrants become exercisable to each warrant holder; and • if, and only if, the reported last sale price of the Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading-day In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at a Newly Issued Price (as defined below) of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Board of Directors 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”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the greater of the Market Value and the Newly Issued Price. The Company accounts for the 10,700,000 Warrants issued in connection with the IPO (comprised of 5,750,000 Public Warrants and 4,950,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 — Fair Value Measurements As of June 30, 2024 and December 31, 2023, funds in the Trust Account were invested in an interest-bearing demand deposit account. The demand deposit account is carried at fair value, which is generally readily determinable. Recurring Fair Value Measurements Under the guidance in ASC 815-40, re-measurement re-measurement, The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the FPA classified as Level 3 for the year ended December 31, 2023: Changes in fair value of FPA classified as level 3 January 1, 2023 $ 2,708,717 Change in fair value – statement of operations (1,696,965 ) Change in fair value – statement of stockholders’ deficit (1,011,752 ) December 31, 2023 $ — |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying unaudited condensed financial statements were issued. Based on the Company’s review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements. On July 2, 2024, the Company entered into (i) the Flybondi Novation Agreement with FB Parent, Flybondi Holdings, Merger Sub, Flybondi and the Joining Sellers. Pursuant to the Flybondi Novation Agreement, FB Parent assigned to Flybondi Holdings all of its liabilities, agreements, obligations, rights and duties in, under, and arising from the Flybondi Business Combination Agreement and (ii) the Flybondi Sponsor Support Agreement Amendment to reflect the Flybondi Holdings Substitution. The foregoing summary of the Flybondi Novation Agreement and Flybondi Sponsor Support Agreement Amendment is qualified in its entirety by reference to the complete text of the Flybondi Novation Agreement and Flybondi Sponsor Support Agreement Amendment, which are filed as Exhibits 10.1 and Exhibit 10.2, respectively, to this Report. Since June 30, 2024 through the date of this Report, an aggregate of $59,917 has been deposited into the Trust Account pursuant to borrowings under the Second Extension Promissory Note for each month that has been needed to complete a Business Combination. In each of July and August 2024, $29,959 was deposited into the Trust Account pursuant to borrowings under the Second Extension Promissory Note. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S.GAAP for interim financial information and in accordance with the instructions to Form 10-Q S-X The accompanying unaudited condensed financial statements should be read in conjunction with the 2023 Annual Report. The interim results for the three months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods. |
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 JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the accompanying unaudited condensed financial statements in conformity with U.S. 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 accompanying unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires Management to exercise significant judgement. 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 accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. |
Cash held in Trust Account | Cash held in Trust Account As of June 30, 2024 and December 31, 2023, funds in the Trust Account were invested in an interest-bearing demand deposit account. The demand deposit account generally has a readily determinable fair value and is classified as a Level 1 valuation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. • Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. Derivative instruments are initially recorded at fair value on the grant date and re-valued non-current net-cash |
Forward Purchase Agreement | Forward Purchase Agreement The Company accounted for the 3,000,000 Forward Purchase Shares issued pursuant to the FPAs in accordance with the guidance contained in ASC 815-40 re-measurement re-measurement, On December 8, 2023 and December 12, 2023, the Company and each of Carnegie Park and Crescent Park entered into the FPA Termination Agreements to mutually terminate and cancel the FPAs. With the termination of the FPAs, the FPA fair value was adjusted to $0. At the IPO, the Company recognized an offering cost of $1,011,752 within the statement of stockholders’ equity. Upon the termination of the FPAs, the Company recognized an aggregate gain of $2,708,717 with $1,011,752 recognized as a reversal of the offering costs and the remaining $1,696,965 recognized as an unrealized gain on the change in fair value of the FPAs on the accompanying unaudited condensed statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2024 due to New York State and City taxes, Business Combination related expenses and the valuation allowance on the deferred tax assets. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023, due to changes in fair value of the FPAs and the valuation allowance on the deferred tax assets. The Company’s effective tax rate was (12.3)% and (40.4)% for the three months ended June 30, 2024 and 2023, respectively, (15.4)% and 130.1% for the six months ended June 30, 2024 and 2023, respectively. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income taxation by major taxing authorities since its inception. The Company files US federal and New York City and State tax returns and is subject to examination by various taxing authorities. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. Management does not expect that the total amount of unrecognized tax benefits will materially change over the next 12 months. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the Class A Common Stock sold as part of the Units in the IPO contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Amended and Restated Charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital and accumulated deficit. The Class A Common Stock subject to possible redemption reflected on the accompanying condensed balance sheets as of June 30, 2024 and December 31, 2023 is reconciled in the following table: Class A Common Stock subject to possible redemption Shares Amount January 1, 2023 11,500,000 $ 117,737,665 Less: Redemptions (10,301,658 ) (107,607,366 ) Plus: Remeasurement of carrying value to redemption value — 2,793,358 December 31, 2023 1,198,342 $ 12,923,657 January 1, 2024 1,198,342 $ 12,923,657 Plus: Remeasurement of carrying value to redemption value — 355,671 June 30, 2024 1,198,342 $ 13,279,328 |
Net Loss Per Common Stock | Net Loss Per Common Stock The Company complies with the accounting and disclosure requirements of ASC 260. Net loss per Common Stock is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. At June 30, 2024 and 2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of the Company. As a result, diluted loss per Common Stock is the same as basic loss per Common Stock for the periods presented. The accompanying unaudited condensed statements of operations apply the two-class non-redeemable non-redeemable For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Class A And Class B Class A And Class B Class A And Class B Class A And Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (116,034 ) $ (278,383 ) $ (382,856 ) $ (162,995 ) $ (192,534 ) $ (461,918 ) $ (72,059 ) $ (22,732 ) Denominator: Basic and diluted weighted average shares outstanding 1,198,342 2,875,000 6,753,044 2,875,000 1,198,342 2,875,000 9,113,409 2,875,000 Basic and diluted net loss per share $ (0.10 ) $ (0.10 ) $ (0.06 ) $ (0.06 ) $ (0.16 ) $ (0.16 ) $ (0.01 ) $ (0.01 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, 2020-06 2020-06 2020-06 2020-06 In December 2023, the FASB issued ASU 2023-09, 2023-09 2023-09 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Reconciliation of Class A Common Stock Subject to Possible Redemption | The Class A Common Stock subject to possible redemption reflected on the accompanying condensed balance sheets as of June 30, 2024 and December 31, 2023 is reconciled in the following table: Class A Common Stock subject to possible redemption Shares Amount January 1, 2023 11,500,000 $ 117,737,665 Less: Redemptions (10,301,658 ) (107,607,366 ) Plus: Remeasurement of carrying value to redemption value — 2,793,358 December 31, 2023 1,198,342 $ 12,923,657 January 1, 2024 1,198,342 $ 12,923,657 Plus: Remeasurement of carrying value to redemption value — 355,671 June 30, 2024 1,198,342 $ 13,279,328 |
Summary of Reconciliation of Net Loss Per Ordinary Share | For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Redeemable Non- Redeemable Class A And Class B Class A And Class B Class A And Class B Class A And Class B Basic and diluted net loss per share Numerator: Allocation of net loss $ (116,034 ) $ (278,383 ) $ (382,856 ) $ (162,995 ) $ (192,534 ) $ (461,918 ) $ (72,059 ) $ (22,732 ) Denominator: Basic and diluted weighted average shares outstanding 1,198,342 2,875,000 6,753,044 2,875,000 1,198,342 2,875,000 9,113,409 2,875,000 Basic and diluted net loss per share $ (0.10 ) $ (0.10 ) $ (0.06 ) $ (0.06 ) $ (0.16 ) $ (0.16 ) $ (0.01 ) $ (0.01 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Summary of Reconciliation of Changes in Fair Value for the FPA Classified as Level 3 | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the FPA classified as Level 3 for the year ended December 31, 2023: Changes in fair value of FPA classified as level 3 January 1, 2023 $ 2,708,717 Change in fair value – statement of operations (1,696,965 ) Change in fair value – statement of stockholders’ deficit (1,011,752 ) December 31, 2023 $ — |
Organization, Business Operat_2
Organization, Business Operations and Liquidity - Additional Information (Detail) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 12, 2023 USD ($) | Nov. 03, 2023 shares | Nov. 02, 2023 USD ($) $ / shares shares | Jun. 28, 2023 USD ($) | Aug. 16, 2022 | Dec. 29, 2021 shares | Nov. 05, 2021 USD ($) $ / shares shares | Aug. 23, 2021 USD ($) shares | Aug. 31, 2024 USD ($) | Jul. 31, 2024 USD ($) | Aug. 31, 2024 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Nov. 01, 2024 | Apr. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 08, 2023 USD ($) | Nov. 08, 2023 USD ($) | Jul. 10, 2023 USD ($) | May 08, 2023 USD ($) | May 03, 2023 USD ($) $ / shares shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Entity incorporation, date of incorporation | Feb. 16, 2021 | |||||||||||||||||||||||
Payments to acquire restricted investment | $ 116,725,000 | |||||||||||||||||||||||
Percentage of amount of trust assets of target company excluding working capital underwriting commission and taxes | 80% | |||||||||||||||||||||||
Equity method investment ownership percentage | 50% | 50% | 50% | |||||||||||||||||||||
Per share value of restricted assets | $ / shares | $ 10.15 | |||||||||||||||||||||||
Share amount in the trust account | 11.12% | 11.12% | 11.12% | |||||||||||||||||||||
Networth needed post business combination | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||||||||||||||||
Estimated amount of expenses payable on dissolution | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||
Cash | 973,267 | 973,267 | 973,267 | $ 75,891 | ||||||||||||||||||||
Working capital | $ 3,397,790 | $ 3,397,790 | 3,397,790 | |||||||||||||||||||||
Proceeds from issuance of unsecured debt | $ 252,950 | |||||||||||||||||||||||
Maximum per share amount to be maintained in the trust account | 10.15% | 10.15% | 10.15% | |||||||||||||||||||||
Asset, Held-in-Trust | $ 29,958.55 | $ 105,000 | ||||||||||||||||||||||
Notes payable current | $ 594,665 | $ 594,665 | $ 594,665 | 414,917 | ||||||||||||||||||||
Number of consecutive days below the market value of listed securities threshold limit | 30 days | |||||||||||||||||||||||
Market value of listed securities threshold limit | $ 50,000,000 | |||||||||||||||||||||||
Gain on termination of FPA | $ 1,011,752 | |||||||||||||||||||||||
Offering cost | 1,011,752 | $ 1,011,752 | ||||||||||||||||||||||
Aggregate gain on termination of forward purchase agreement | 2,708,717 | |||||||||||||||||||||||
Unrealized gain on the change in fair value of FPA | $ 1,696,965 | 0 | $ (862,581) | |||||||||||||||||||||
Aggregate of cash deposited in the trust account | 89,876 | $ 210,000 | 179,752 | $ 210,000 | ||||||||||||||||||||
Cash deposited in the trust account | 869,668 | |||||||||||||||||||||||
Operating Bank Account [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Cash | 73,267 | 73,267 | 73,267 | |||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Promissory note | $ 630,000 | |||||||||||||||||||||||
First Extension Promissory Note [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Promissory note | $ 630,000 | $ 630,000 | ||||||||||||||||||||||
Notes payable current | 355,000 | 355,000 | 355,000 | 355,000 | ||||||||||||||||||||
Second Extension Promissory Note [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Promissory note | $ 359,503 | |||||||||||||||||||||||
Notes payable current | 239,665 | 239,665 | $ 239,665 | $ 59,917 | ||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 0% | |||||||||||||||||||||||
Debt Instrument, Payment Terms | repayable in full upon the date of the consummation of the initial Business Combination or our liquidation | |||||||||||||||||||||||
January 1, 2023 [Member] | Inflation Reduction Act of 2022 [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Applicable excise tax rate percentage | 0.01 | |||||||||||||||||||||||
Percentage of the fair market value of the shares repurchased at the time of the repurchase representing excise tax amount | 0.01 | |||||||||||||||||||||||
Private Placement Warrants [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Proceeds from issuance of private placement | $ 4,950,000 | |||||||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Asset, Held-in-Trust | $ 1,500,000 | |||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | shares | 2,824,999 | |||||||||||||||||||||||
Sponsor [Member] | Working Capital Loan Promissory Note [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Promissory note | 1,390,335 | 1,390,335 | 1,390,335 | |||||||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 1 | |||||||||||||||||||||||
Class of warrants and rights issued during the period | shares | 4,950,000 | |||||||||||||||||||||||
Proceeds from issuance of private placement | $ 4,950,000 | |||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Notes payable current | $ 355,000 | $ 355,000 | $ 355,000 | |||||||||||||||||||||
Anchor Investor [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | shares | 50,000 | |||||||||||||||||||||||
Cartesian Escrow Parties [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Escrow deposits released for excise tax liability | $ 900,000 | |||||||||||||||||||||||
Subsequent Event [Member] | Second Extension Promissory Note [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Cash deposited in the trust account | $ 29,959 | $ 29,959 | $ 59,917 | |||||||||||||||||||||
Common Class A [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | $ 11.5 | ||||||||||||||||||||
Public shares redemption price | $ / shares | $ 11.08 | $ 10.79 | $ 11.08 | $ 11.08 | $ 10.78 | |||||||||||||||||||
Aggregate redemption amount of public shares | $ 107,607,366 | $ 19,763,618 | $ 107,607,366 | $ 107,607,366 | ||||||||||||||||||||
Stock Redeemed or Called During Period, Shares | shares | 10,301,658 | 1,831,599 | ||||||||||||||||||||||
Stock issued during period, shares, conversion of convertible securities | shares | 2,874,999 | |||||||||||||||||||||||
Percentage of common stock issued and outstanding | 69.40% | |||||||||||||||||||||||
Common stock shares outstanding | shares | 2,874,999 | 4,073,341 | 2,874,999 | 2,874,999 | 2,874,999 | |||||||||||||||||||
Common Class A [Member] | Anchor Investor [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||
Common Class A [Member] | Anchor Investor [Member] | Share Price Less than Or Equal to Nine Point Two Zero USD Per Share [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Shares issued, price per share | $ / shares | 9.2 | 9.2 | $ 9.2 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 30,000,000 | $ 30,000,000 | ||||||||||||||||||||||
Common Class A [Member] | Anchor Investor [Member] | Share Price Equals to Ten USD Per Share [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Shares issued, price per share | $ / shares | 10 | 10 | $ 10 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 27,600,000 | $ 27,600,000 | ||||||||||||||||||||||
Common Class A [Member] | Anchor Investor [Member] | Crescent Park [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Stock shares issued during the period shares | shares | 2,500,000 | 2,500,000 | ||||||||||||||||||||||
Common Class A [Member] | Anchor Investor [Member] | Carnegie Park [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Stock shares issued during the period shares | shares | 500,000 | 500,000 | ||||||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Stock shares issued during the period shares | shares | 2,875,000 | |||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 0.009 | $ 0.009 | $ 0.009 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | |||||||||||||||||||||||
Common stock shares outstanding | shares | 1 | 1 | 1 | 1 | ||||||||||||||||||||
Founder Shares [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Share price | $ / shares | $ 12 | $ 12 | $ 12 | |||||||||||||||||||||
Number of trading days for determining the closing price | 20 days | |||||||||||||||||||||||
Number of consecutive trading days for determining the closing price | 30 days | |||||||||||||||||||||||
Number of consecutive trading days upon the closing of business combination | 150 days | |||||||||||||||||||||||
Maximum per share amount to be maintained in the trust account | 10.15% | 10.15% | 10.15% | |||||||||||||||||||||
Shares transferred by sponsor to anchor investor | shares | 50,000 | |||||||||||||||||||||||
Public Shares [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Temporary equitys exercised their right to redeem | shares | 8,470,059 | |||||||||||||||||||||||
Public shares redemption price | $ / shares | $ 87,843,748 | |||||||||||||||||||||||
Aggregate redemption amount of public shares | $ 10.37 | |||||||||||||||||||||||
IPO [Member] | Common Class A [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Stock shares issued during the period shares | shares | 11,500,000 | |||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 10 | |||||||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 115,000,000 | |||||||||||||||||||||||
Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Class of warrants and rights issued during the period | shares | 90,000 | |||||||||||||||||||||||
Over-Allotment Option [Member] | Common Class A [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Stock shares issued during the period shares | shares | 1,500,000 | |||||||||||||||||||||||
Internal Revenue Service Final Regulation for Excise Tax Payment [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Additional interest rate estimated per month | 10% | |||||||||||||||||||||||
Penalty rate estimated per month | 5% | |||||||||||||||||||||||
Standard interest rate for unpaid portion | 25% | |||||||||||||||||||||||
Flybondi Business Combination Agreement [Member] | Cartesian Escrow Parties [Member] | ||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||
Escrow deposits released for excise tax liability | $ 900,000 | $ 900,000 | $ 900,000 | $ 900,000 | ||||||||||||||||||||
Escrow deposit | 900,000 | 900,000 | 900,000 | |||||||||||||||||||||
Cash received from escrow for payment of excise tax liability | $ 900,000 | $ 900,000 | $ 900,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Reconciliation of Class A Common Stock Subject to Possible Redemption (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Temporary Equity [Line Items] | |||
Beginning Balance | $ 12,923,657 | ||
Redemptions | 0 | $ 87,843,748 | |
Ending Balance | $ 13,279,328 | $ 12,923,657 | |
Common Class A [Member] | |||
Temporary Equity [Line Items] | |||
Beginning Balance (in shares) | 1,198,342 | 11,500,000 | 11,500,000 |
Beginning Balance | $ 12,923,657 | $ 117,737,665 | $ 117,737,665 |
Redemptions (in shares) | (10,301,658) | ||
Redemptions | $ (107,607,366) | ||
Remeasurement of carrying value to redemption value | $ 355,671 | $ 2,793,358 | |
Ending Balance (in shares) | 1,198,342 | 1,198,342 | |
Ending Balance | $ 13,279,328 | $ 12,923,657 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Reconciliation of Net Loss Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Allocation of net loss | $ (394,417) | $ (260,035) | $ (545,851) | $ 451,060 | $ (654,452) | $ (94,791) |
Common Class A [Member] | Redeemable Common Stock [Member] | ||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Allocation of net loss | $ (116,034) | $ (382,856) | $ (192,534) | $ (72,059) | ||
Basic weighted average shares outstanding | 1,198,342 | 6,753,044 | 1,198,342 | 9,113,409 | ||
Diluted weighted average shares outstanding | 1,198,342 | 6,753,044 | 1,198,342 | 9,113,409 | ||
Basic net loss per share | $ (0.1) | $ (0.06) | $ (0.16) | $ (0.01) | ||
Diluted net loss per share | $ (0.1) | $ (0.06) | $ (0.16) | $ (0.01) | ||
Common Class A and B [Member] | Non-Redeemable Common Stock [Member] | ||||||
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||||
Allocation of net loss | $ (278,383) | $ (162,995) | $ (461,918) | $ (22,732) | ||
Basic weighted average shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | ||
Diluted weighted average shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | ||
Basic net loss per share | $ (0.1) | $ (0.06) | $ (0.16) | $ (0.01) | ||
Diluted net loss per share | $ (0.1) | $ (0.06) | $ (0.16) | $ (0.01) |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 12, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 08, 2023 | |
Unrecognised tax benefits | $ 0 | $ 0 | $ 0 | ||||
Accrued interest and penalties on unrecognised tax benefits | $ 0 | $ 0 | $ 0 | ||||
Effective tax rate differs from the statutory tax rate | 21% | 21% | 21% | 21% | |||
Effective income tax rate reconciliation percent | (12.30%) | (40.40%) | (15.40%) | 130.10% | |||
Offering cost | $ 1,011,752 | $ 1,011,752 | |||||
Aggregate gain on termination of forward purchase agreement | 2,708,717 | ||||||
Gain on termination of FPA | 1,011,752 | ||||||
Unrealized gain on the change in fair value of FPA | $ 1,696,965 | $ 0 | $ (862,581) | ||||
Forward Purchase agreement [Member] | |||||||
Common stock issued to Sponsors ,shares | 3,000,000 | ||||||
Servicing liability at fair value amount | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||
Nov. 09, 2023 | Jul. 10, 2023 | Nov. 04, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Nov. 08, 2023 | May 08, 2023 | May 03, 2023 | May 28, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||
Notes payable current | $ 594,665 | $ 594,665 | $ 414,917 | |||||||||
Operating Costs and Expenses | 523,160 | $ 544,039 | 908,571 | $ 872,259 | ||||||||
Proceeds from sale of trust assets to pay expenses | $ 0 | |||||||||||
First Extension Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note | $ 630,000 | $ 630,000 | ||||||||||
Deposit into the trust account for each calendar month | $ 105,000 | |||||||||||
Notes payable current | 355,000 | 355,000 | 355,000 | |||||||||
Second Extension Promissory Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Promissory note | $ 359,503 | |||||||||||
Deposit into the trust account for each calendar month | $ 29,958.55 | |||||||||||
Notes payable current | 239,665 | 239,665 | 59,917 | |||||||||
Working Capital Loan [Member] | Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants issued price per warrant | $ 1 | |||||||||||
Promissory note | $ 1,500,000 | |||||||||||
Notes payable current | 1,390,335 | 1,390,335 | 910,083 | |||||||||
Debt instrument, interest rate, stated percentage | 0% | |||||||||||
Administrative Service Fee [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating Costs and Expenses | 20,000 | |||||||||||
Administrative Service Fee [Member] | Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total administrative fee | 60,000 | $ 60,000 | 120,000 | $ 120,000 | ||||||||
J.V.B. Financial Group, LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Percentage of transaction fee paid against underwriting discount and commissions | 10% | |||||||||||
Related party transaction, amounts of transaction | $ 0 | |||||||||||
Related Party [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Notes payable current | 355,000 | 355,000 | ||||||||||
Related Party [Member] | Sponsor [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Other Liabilities | $ 80,000 | $ 80,000 | $ 80,000 | |||||||||
Business Combination Underwriting Agreement [Member] | J.V.B. Financial Group, LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction, amounts of transaction | $ 85,000 | |||||||||||
Amount paid by underwriters | $ 605,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | 11 Months Ended | ||||||||
Jun. 30, 2024 | Nov. 02, 2023 | Nov. 05, 2021 | Aug. 23, 2021 | Feb. 16, 2021 | Jun. 30, 2024 | Dec. 31, 2021 | Apr. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||||||||||
Percentage of excise tax liability | 1% | 1% | ||||||||
Sales and excise tax payable current | $ 1,076,073 | $ 1,076,073 | $ 1,076,073 | |||||||
Common Class A [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Stock redeemed or called during period, shares | 10,301,658 | 1,831,599 | ||||||||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 107,607,366 | $ 19,763,618 | 107,607,366 | |||||||
IPO [Member] | Common Class A [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Stock shares issued during the period shares | 11,500,000 | |||||||||
Shares issued, price per share | $ 10 | |||||||||
Underwriter [Member] | Underwriting Agreement [Member] | Deferred Underwriting [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Deferred underwriting discount per share | $ 0.7 | |||||||||
Underwriter [Member] | IPO [Member] | Underwriting Agreement [Member] | Deferred Underwriting [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | |||||||||
Deferred underwriting discount per share | $ 0.5 | |||||||||
Deferred underwriting commission | $ 6,050,000 | |||||||||
Deferred underwriting commission waived | 6,050,000 | |||||||||
Deferred underwriting commission non current | $ 0 | 0 | $ 0 | |||||||
Waiver of deferred underwriting commission recorded in accumulated deficit | $ 6,050,000 | |||||||||
Anchor Investor [Member] | Common Class A [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Shares issued, price per share | $ 10 | $ 10 | ||||||||
Anchor Investor [Member] | Common Class A [Member] | Share Price Less than Or Equal to Nine Point Two Zero USD Per Share [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 30,000,000 | $ 30,000,000 | ||||||||
Shares issued, price per share | 9.2 | $ 9.2 | ||||||||
Anchor Investor [Member] | Common Class A [Member] | Share Price Equals to Ten USD Per Share [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 27,600,000 | $ 27,600,000 | ||||||||
Shares issued, price per share | $ 10 | $ 10 | ||||||||
Anchor Investor [Member] | Common Class A [Member] | Crescent Park [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Stock shares issued during the period shares | 2,500,000 | 2,500,000 | ||||||||
Anchor Investor [Member] | Common Class A [Member] | Carnegie Park [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Stock shares issued during the period shares | 500,000 | 500,000 | ||||||||
Anchor Investor [Member] | IPO [Member] | Founder Shares [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Stock issued during period, value, issued for services | $ 60,800,000 | |||||||||
Cartesian Escrow Parties [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Escrow deposits released for excise tax liability | $ 900,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 6 Months Ended | |||||
Nov. 03, 2023 | Jun. 30, 2024 | Jan. 01, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 05, 2021 | |
Class of Stock [Line Items] | ||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Number of days after consummation of business combination within which the securities shall be registered | 15 days | |||||
Number of days after which business combination within which securities registration shall be effective | 60 days | |||||
Class of warrant or right, Outstanding | 10,700,000 | |||||
Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, Threshold period for exercise from date of closing public offering | 30 days | |||||
Warrants and rights outstanding, term | 5 years | |||||
Class of warrant or right, Outstanding | 5,750,000 | |||||
Public Warrants [Member] | Share Price Equal or Exceeds $18.00 Per Share [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of days of notice to be given for redemption of warrants | 30 days | |||||
Number of consecutive trading days for determining share price | 20 days | |||||
Number of trading days for determining the share price | 30 days | |||||
Private Placement Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, Outstanding | 4,950,000 | |||||
Private Placement Warrants [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, Exercise price of warrants or rights | $ 1 | |||||
IPO [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of number of shares of common stock outstanding | 20% | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 2,874,999 | 2,874,999 | ||||
Common stock shares outstanding | 4,073,341 | 2,874,999 | 2,874,999 | |||
Class of warrant or right, Exercise price of warrants or rights | $ 11.5 | $ 11.5 | ||||
Temporary equity, shares outstanding | 1,198,342 | 1,198,342 | 11,500,000 | |||
Stock issued during period, shares, conversion of units | 2,874,999 | |||||
Common Class A [Member] | Sponsor [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares issued | 2,874,999 | |||||
Common Class A [Member] | Share Price Equal or Exceeds $18.00 Per Share [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 180% | |||||
Common Class A [Member] | Share Price Equal Or Less $9.20 Per Share [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share redemption trigger price | 9.2 | |||||
Minimum percentage gross proceeds required from issuance of equity | 60% | |||||
Class of warrant or right, exercise price adjustment percentage higher of market value | 115% | |||||
Common Class A [Member] | Public Warrants [Member] | Share Price Equal Or Exceeds $10.00 Per Share [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price | $ 10 | |||||
Common Class A [Member] | Public Warrants [Member] | Share Price Equal or Exceeds $18.00 Per Share [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price | 18 | |||||
Class of warrants redemption price per unit | $ 0.01 | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares issued | 1 | 1 | ||||
Common stock shares outstanding | 1 | 1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Reconciliation of Changes in Fair Value for the FPA Classified as Level 3 (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 12, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Change in fair value – statement of operations | $ (1,696,965) | $ 0 | $ 862,581 | |
Change in fair value – statement of stockholders' deficit | $ (1,011,752) | |||
FPA liability [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair Value at, Beginning balance | $ 0 | $ 2,708,717 | $ 2,708,717 | |
Change in fair value – statement of operations | (1,696,965) | |||
Change in fair value – statement of stockholders' deficit | (1,011,752) | |||
Fair Value at, Ending balance | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | |
Aug. 31, 2024 | Jul. 31, 2024 | Aug. 31, 2024 | Jun. 30, 2024 | |
Subsequent Event [Line Items] | ||||
Cash deposited in the trust account | $ 869,668 | |||
Subsequent Event [Member] | Second Extension Promissory Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash deposited in the trust account | $ 29,959 | $ 29,959 | $ 59,917 |