Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 13, 2024 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity Registrant Name | Focus Impact BH3 Acquisition Company | |
Entity Central Index Key | 0001851612 | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-40868 | |
Entity Tax Identification Number | 86-2249068 | |
Entity Address, Address Line One | 1345 Avenue of the Americas, 33rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10105 | |
City Area Code | 212 | |
Local Phone Number | 213-0243 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Units [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | BHAC | |
Security Exchange Name | NASDAQ | |
Common Class A [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant | |
Trading Symbol | BHACU | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 5,312,124 | |
Redeemable Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | |
Trading Symbol | BHACW | |
Security Exchange Name | NASDAQ | |
Common Class B [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,639,916 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash | $ 50,205 | $ 631,337 |
Tax receivable | 485,705 | 138,277 |
Prepaid expenses | 2,869 | 11,306 |
Total current assets | 538,779 | 780,920 |
Investments held in Trust Account | 25,089,733 | 24,554,804 |
Total assets | 25,628,512 | 25,335,724 |
Current liabilities | ||
Accounts payable and accrued expenses | 3,523,067 | 157,789 |
Excise tax payable | 283,933 | 283,933 |
Reserve for uncertain tax positions | 955,617 | 955,617 |
Derivative warrant liability | 1,432,000 | 1,074,000 |
Note payable - Sponsor | 100,000 | 0 |
Note payable - Polar, at fair value | 638,431 | 346,353 |
Due to related party | 27,500 | 64,750 |
Total liabilities | 6,960,548 | 2,882,442 |
Temporary equity | ||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,312,029 shares issued and outstanding at approximately $10.57 and $10.38 redemption value at June 30, 2024 and December 31, 2023, respectively | 24,433,968 | 24,005,323 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none outstanding | 0 | 0 |
Accumulated deficit | (5,766,578) | (1,552,615) |
Total stockholders' deficit | (5,766,004) | (1,552,041) |
Total liabilities, temporary equity and stockholders' deficit | $ 25,628,512 | $ 25,335,724 |
Related Party [Member] | ||
Current liabilities | ||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Note payable - Polar, at fair value, Other Liability, Current, Related Party, Type [Extensible Enumeration] | Note payable - Polar, at fair value, Other Liability, Current, Related Party, Type [Extensible Enumeration] |
Common Class A [Member] | ||
Temporary equity | ||
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,312,029 shares issued and outstanding at approximately $10.57 and $10.38 redemption value at June 30, 2024 and December 31, 2023, respectively | $ 24,433,968 | $ 24,005,323 |
Stockholders' deficit | ||
Common stock | 300 | 300 |
Common Class B [Member] | ||
Stockholders' deficit | ||
Common stock | $ 274 | $ 274 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Stockholders' deficit | ||
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity [Abstract] | ||
Common stock, subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity shares authorized ( in shares) | 200,000,000 | 200,000,000 |
Temporary equity, shares issued (in shares) | 2,312,029 | 2,312,029 |
Temporary equity, shares outstanding (in shares) | 2,312,029 | 2,312,029 |
Ordinary shares, redemption price per share (in dollars per share) | $ 10.57 | $ 10.38 |
Stockholders' deficit | ||
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common Stock, shares issued (in shares) | 3,000,000 | 3,000,000 |
Common Stock, shares outstanding (in shares) | 3,000,000 | 3,000,000 |
Common Class B [Member] | ||
Temporary Equity [Abstract] | ||
Temporary equity, shares outstanding (in shares) | 1,212,124 | |
Stockholders' deficit | ||
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common Stock, shares issued (in shares) | 2,739,916 | 2,739,916 |
Common Stock, shares outstanding (in shares) | 2,739,916 | 2,739,916 |
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 | $ (1,370,395) | $ (177,949) | $ (4,016,639) | $ (603,635) | |
Loss from operations | (1,370,395) | (177,949) | (4,016,639) | (603,635) | |
Other (loss) income | |||||
Interest income | 323,094 | 592,837 | 643,393 | 1,164,678 | |
Change in fair value of derivative warrant liabilities | (358,000) | 1,954,680 | (358,000) | 1,750,620 | |
Operating account interest income | 1,476 | 0 | 2,655 | 0 | |
Change in fair value of NP - Polar | (14,336) | 0 | (110,322) | 0 | |
Change in fair value of convertible promissory note | 0 | 243,274 | 0 | 416,974 | |
Total other (loss) income | (47,766) | 2,790,791 | 177,726 | 3,332,272 | |
(Loss) income before provision for income taxes | (1,418,161) | 2,612,842 | (3,838,913) | 2,728,637 | |
Provision for income taxes | (30,645) | (207,539) | (114,649) | (244,582) | |
Net (loss) income | $ (1,448,806) | $ 2,405,303 | [1] | $ (3,953,562) | $ 2,484,055 |
Redeemable Class A Common Stock [Member] | |||||
Other (loss) income | |||||
Weighted average shares outstanding - basic (in shares) | 2,312,029 | 5,012,592 | 2,312,029 | 5,012,592 | |
Weighted average shares outstanding - diluted (in shares) | 2,312,029 | 5,012,592 | 2,312,029 | 5,012,592 | |
Basic net (loss) income per share (in dollars per share) | $ (0.16) | $ 0.24 | $ (0.36) | $ 0.42 | |
Diluted net (loss) income per share (in dollars per shares) | $ (0.16) | $ 0.24 | $ (0.36) | $ 0.42 | |
Non-redeemable Class A Common Stock [Member] | |||||
Other (loss) income | |||||
Weighted average shares outstanding - basic (in shares) | 5,750,000 | 5,750,000 | 5,739,916 | 5,750,000 | |
Weighted average shares outstanding - diluted (in shares) | 5,750,000 | 5,750,000 | 5,739,916 | 5,750,000 | |
Basic net (loss) income per share (in dollars per share) | $ (0.19) | $ 0.21 | $ (0.54) | $ 0.06 | |
Diluted net (loss) income per share (in dollars per shares) | $ (0.19) | $ 0.21 | $ (0.54) | $ 0.06 | |
Class B Common Stock [Member] | |||||
Other (loss) income | |||||
Weighted average shares outstanding - basic (in shares) | 5,750,000 | 5,750,000 | 5,739,916 | 5,750,000 | |
Weighted average shares outstanding - diluted (in shares) | 5,750,000 | 5,750,000 | 5,739,916 | 5,750,000 | |
Basic net (loss) income per share (in dollars per share) | $ (0.19) | $ 0.21 | $ (0.54) | $ 0.06 | |
Diluted net (loss) income per share (in dollars per shares) | $ (0.19) | $ 0.21 | $ (0.54) | $ 0.06 | |
[1]Revised to reflect a revision to previously issued financial statements as discussed in the Company’s Form 10-K as filed with the SEC on April 23, 2024. |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class B Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total | Class A Common Stock [Member] | ||
Beginning balance at Dec. 31, 2022 | $ 0 | $ 0 | $ 575 | $ 0 | $ (10,016,759) | [1] | $ (10,016,184) | [1] | |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | 5,750,000 | 5,012,592 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of Class A common stock to redemption value | $ 0 | $ 0 | $ 0 | 0 | (1,622,652) | [1] | (1,622,652) | [1] | |
Deemed contribution by Former Sponsor | 0 | 0 | 0 | 0 | 227,424 | [1] | 227,424 | [1] | |
Net income (loss) | 0 | 0 | 0 | 0 | 78,752 | [1] | 78,752 | [1] | |
Ending balance at Mar. 31, 2023 | $ 0 | $ 0 | $ 575 | 0 | (11,333,235) | [1] | (11,332,660) | [1] | |
Ending balance (in shares) at Mar. 31, 2023 | 0 | 0 | 5,750,000 | ||||||
Beginning balance at Dec. 31, 2022 | $ 0 | $ 0 | $ 575 | 0 | (10,016,759) | [1] | (10,016,184) | [1] | |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | 5,750,000 | 5,012,592 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Subscription Agreement - Polar | 0 | ||||||||
Net income (loss) | 2,484,055 | ||||||||
Ending balance at Jun. 30, 2023 | $ 0 | $ 0 | $ 575 | 0 | (8,907,448) | [1] | (8,906,873) | [1] | |
Ending balance (in shares) at Jun. 30, 2023 | 0 | 0 | 5,750,000 | ||||||
Beginning balance at Mar. 31, 2023 | $ 0 | $ 0 | $ 575 | 0 | (11,333,235) | [1] | (11,332,660) | [1] | |
Beginning balance (in shares) at Mar. 31, 2023 | 0 | 0 | 5,750,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of Class A common stock to redemption value | $ 0 | $ 0 | $ 0 | 0 | (182,025) | [1] | (182,025) | [1] | |
Deemed contribution by Former Sponsor | 0 | 0 | 0 | 0 | 202,509 | [1] | 202,509 | [1] | |
Net income (loss) | 0 | 0 | 0 | 0 | 2,405,303 | [1] | 2,405,303 | [1] | |
Ending balance at Jun. 30, 2023 | $ 0 | $ 0 | $ 575 | 0 | (8,907,448) | [1] | (8,906,873) | [1] | |
Ending balance (in shares) at Jun. 30, 2023 | 0 | 0 | 5,750,000 | ||||||
Beginning balance at Dec. 31, 2023 | $ 0 | $ 300 | $ 274 | 0 | (1,552,615) | (1,552,041) | |||
Beginning balance (in shares) at Dec. 31, 2023 | 0 | 3,000,000 | 2,739,916 | 2,312,029 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of Class A common stock to redemption value | $ 0 | $ 0 | $ 0 | 0 | (358,656) | (358,656) | |||
Subscription Agreement - Polar | 0 | 0 | 0 | 0 | 120,592 | 120,592 | |||
Net income (loss) | 0 | 0 | 0 | 0 | (2,504,756) | (2,504,756) | |||
Ending balance at Mar. 31, 2024 | $ 0 | $ 300 | $ 274 | 0 | (4,295,435) | (4,294,861) | |||
Ending balance (in shares) at Mar. 31, 2024 | 0 | 3,000,000 | 2,739,916 | 2,312,029 | |||||
Beginning balance at Dec. 31, 2023 | $ 0 | $ 300 | $ 274 | 0 | (1,552,615) | (1,552,041) | |||
Beginning balance (in shares) at Dec. 31, 2023 | 0 | 3,000,000 | 2,739,916 | 2,312,029 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Subscription Agreement - Polar | 168,244 | ||||||||
Net income (loss) | (3,953,562) | ||||||||
Ending balance at Jun. 30, 2024 | $ 0 | $ 300 | $ 274 | 0 | (5,766,578) | (5,766,004) | |||
Ending balance (in shares) at Jun. 30, 2024 | 0 | 3,000,000 | 2,739,916 | 2,312,029 | |||||
Beginning balance at Mar. 31, 2024 | $ 0 | $ 300 | $ 274 | 0 | (4,295,435) | (4,294,861) | |||
Beginning balance (in shares) at Mar. 31, 2024 | 0 | 3,000,000 | 2,739,916 | 2,312,029 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accretion of Class A common stock to redemption value | $ 0 | $ 0 | $ 0 | 0 | (69,989) | (69,989) | |||
Subscription Agreement - Polar | 0 | 0 | 0 | 0 | 47,652 | 47,652 | |||
Net income (loss) | 0 | 0 | 0 | 0 | (1,448,806) | (1,448,806) | |||
Ending balance at Jun. 30, 2024 | $ 0 | $ 300 | $ 274 | $ 0 | $ (5,766,578) | $ (5,766,004) | |||
Ending balance (in shares) at Jun. 30, 2024 | 0 | 3,000,000 | 2,739,916 | 2,312,029 | |||||
[1]Revised to reflect a revision to previously issued financial statements as discussed in the Company’s Form 10-K as filed with the SEC on April 23, 2024. |
CONDENSED STATEMENTS OF CHANG_2
CONDENSED STATEMENTS OF CHANGES IN 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) income | $ (1,448,806) | $ (2,504,756) | $ 2,405,303 | [1] | $ 78,752 | [1] | $ (3,953,562) | $ 2,484,055 | |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | |||||||||
Interest income | (643,393) | (1,164,678) | |||||||
Deferred tax expense | 0 | 244,582 | |||||||
Change in fair value of share subscription agreement | 110,322 | 0 | |||||||
Change in fair value of derivative warrant liability | 358,000 | (1,954,680) | 358,000 | (1,750,620) | |||||
Change in fair value of convertible promissory note | 0 | (243,274) | 0 | (416,974) | |||||
Changes in operating assets and liabilities: | |||||||||
Prepaid expenses | 8,437 | 0 | |||||||
Accounts payable and accrued expenses | 3,365,278 | 132 | |||||||
Franchise taxes payable | (20,050) | 0 | |||||||
Tax receivable | (327,378) | (86,230) | |||||||
Net cash used in operating activities | (1,102,346) | (689,733) | |||||||
Cash flows from investing activities | |||||||||
Purchases of marketable securities in Trust Account | 0 | (104,153,634) | |||||||
Sale of cash and marketable securities held-to-maturity in Trust Account | 0 | 104,383,147 | |||||||
Proceeds from trust account for the payment of taxes | 108,464 | 0 | |||||||
Net cash provided by investing activities | 108,464 | 229,513 | |||||||
Cash flows from financing activities | |||||||||
Proceeds from convertible promissory note | 0 | 910,000 | |||||||
Proceeds from note payable - Sponsor | 100,000 | 0 | |||||||
Proceeds from Stock subscription agreement | 350,000 | 0 | |||||||
Repayment of promissory note to related party | (64,749) | (86,636) | (300,000) | ||||||
Proceeds from promissory note to related party | 49,386 | 0 | |||||||
Net cash provided by financing activities | 412,750 | 610,000 | |||||||
Net change in cash | (581,132) | 149,780 | |||||||
Cash at beginning of period | 631,337 | $ 13,715 | 631,337 | 13,715 | $ 13,715 | ||||
Cash at end of period | 50,205 | $ 163,495 | 50,205 | 163,495 | $ 631,337 | ||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||||
Change in value of Class A common stock subject to possible redemption | 428,645 | 0 | |||||||
Subscription Agreement - Polar | $ 47,652 | $ 120,592 | $ 168,244 | $ 0 | |||||
[1]Revised to reflect a revision to previously issued financial statements as discussed in the Company’s Form 10-K as filed with the SEC on April 23, 2024. |
Organization and Plan of Busine
Organization and Plan of Business Operations | 6 Months Ended |
Jun. 30, 2024 | |
Organization and Plan of Business Operations [Abstract] | |
Organization and Plan of Business Operations | Note 1—Organization and Plan of Business Operations Focus Impact BH3 Acquisition Company (f/k/a/ Crixus BH3 Acquisition Company) (the “Company”) is a blank check company incorporated as a Delaware company on February 23, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The registration statement for the initial public offering of the Company (the “Initial Public Offering”) was declared effective on October 4, 2021 and the Company consummated the Initial Public Offering by selling 23,000,000 units at a purchase price of $10.00 (“Units”) per Unit. Each Unit consists of one Class A common stock and one-half Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,400,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per warrant in a private placement to Crixus BH3 Sponsor LLC (the “Former Sponsor”) which is described in Note 4. Following the closing of the Initial Public Offering, an amount of $232,300,000 or $10.10 per Unit from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which may be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of an Initial Business Combination or (ii) the distribution of the Trust Account, as described below. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has not yet begun operations and therefore, all activity for the period from February 23, 2021 (date of inception) through June 30, 2024, relates to the Company’s Initial Public Offering, identifying a target for the Initial Business Combination and activities necessary for the consummation of an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company will generate non-operating income or losses in the form of interest income from the proceeds derived from the Initial Public Offering and from changes in the fair value of the warrant derivative liability and note payable - Polar. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants (as defined in Note 4), although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. The Company’s Initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into an Initial Business Combination. However, the Company will only complete an Initial Business Combination if the post-Initial Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company will provide the holders of Class A common stock, par value, $0.0001 per shares (“Class A common stock”, “Class A Shares” or “public shares”, and such holders, the “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 Initial Business Combination or (ii) by means of a tender offer, in either case at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two The Nasdaq rules require that the Initial Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Initial Business Combination. The Company will have until February 7, 2025 (as may be extended until April 7, 2025) to consummate an Initial Business Combination (the “Combination Period”). If the Company has not completed an Initial Business Combination by the such date, 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 Charter Amendments and Early Redemptions; Purchase Agreement; Anchor Transfer Agreements On December 7, 2022, following approval by the Company’s stockholders at a special meeting (the “December 2022 Special Meeting”), the Company effected a charter amendment and an amendment to its Investment Management Trust Agreement with Continental Stock Transfer & Trust Company, the effect of which was to change the Company’s prior termination date from April 7, 2023 to August 7, 2023 (and further extended to October 6, 2023 by the Former Sponsor providing the Company with the requisite notice and the deposit amount). In connection with the December 2022 Special Meeting, 17,987,408 public shares were tendered for redemption (the “First Redemption”). Immediately after giving effect to the First Redemption, the Company had approximately $51.2 million remaining in the Trust Account. On September 27, 2023, the Company, the Former Sponsor and Focus Impact BHAC Sponsor, LLC (the “Sponsor”) entered into a Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, subject to satisfaction of certain conditions, the Sponsor (i) agreed to purchase an aggregate of 3,746,303 shares of Class B common stock (as defined below) from the Former Sponsor and each of the anchor investors and 4,160,000 Private Placement Warrants from the Former Sponsor for an aggregate purchase price of $16,288 and (ii) became the Sponsor of the Company (together, the “Purchase”). In connection therewith, the Former Sponsor also entered into anchor transfer agreements with each of its anchor investors, whereby each anchor investor agreed, subject to the conditions contained therein, when and as directed by the Former Sponsor, to transfer 2/3 The Purchase Agreement closed as of November 2, 2023. In connection with the closing of the Purchase, the Sponsor, among other things, joined as a party to (i) the Letter Agreement, dated October 4, 2021, by and between the Company and the Former Sponsor and (ii) the Registration and Stockholder Rights Agreement, dated October 4, 2021, among the Company, the Former Sponsor and certain security holders party thereto. On November 3, 2023, the Company changed its corporate name to “Focus Impact BH3 Acquisition Company”, pursuant to an amendment to its amended and restated certificate of incorporation filed with the Delaware Secretary of State on November 3, 2023. On October 6, 2023, (following approval by our stockholders at a special meeting (the “October 2023 Special Meeting”), the Company effected an amendment to its amended and restated certificate of incorporation, the effect of which was to (i) further extend the period of time by which the Company has to consummate an Initial Business Combination to July 31, 2024 and (ii) provide for the right of a holder of shares of Class B common stock to convert such shares into shares of Class A common stock on a one-to-one basis at any time and from time to time at the election of the holder. In connection with the October 2023 Special Meeting, 2,700,563 public shares were tendered for redemption (the “Second Redemption”) and the Former Sponsor converted 3,000,000 of its shares of Class B common stock into shares of Class A common stock (the “Conversion”). Upon conversion of Class B common stock to Class A common stock, such Class A common stock will not be entitled to receive funds from the Trust Account through redemptions or otherwise and will remain subject to the existing transfer restrictions. Immediately after giving effect to the Second Redemption and the Conversion, on October 24, 2023, the Company had approximately $24.3 million remaining in the Trust Account, and 5,312,029 shares of Class A common stock (including the 3,000,000 converted shares of Class B common stock) and 2,750,000 shares of Class B Common Stock outstanding. In connection with the October 2023 Special Meeting, the Company, the Former Sponsor and the Sponsor entered into non-redemption agreements on substantially the same terms with certain stockholders of the Company, pursuant to which such stockholders agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,946,794 shares of Class A common stock (the “Non-Redeemed Shares”) in connection with the October 2023 Special Meeting. In exchange for the foregoing commitments not to redeem such Non-Redeemed Stock, the Sponsor agreed to transfer an aggregate of 389,359 shares of common stock held by the Sponsor to such stockholders immediately following consummation of an Initial Business Combination. On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party, pursuant to which Polar agreed to make capital contributions of up to $1,200,000 (the “Capital Contribution”) from time to time, at the request of the Company, subject to the terms and conditions of the Subscription Agreement, to the Company. Pursuant to the Subscription Agreement, the Capital Contribution shall be repaid to Polar by the Company within five (5) business days of the Company closing an initial Business Combination. Polar may elect to receive such repayment (i) in cash or (ii) in shares of common stock of the surviving entity in such Initial Business Combination (the “Surviving Entity”) at a rate of one share of common stock for each ten dollars ($10.00) of the Capital Contribution that is funded. Additionally, in consideration of the Capital Contribution, at the closing of an Initial Business Combination, the Surviving Entity will issue to Polar one share of common stock for each dollar of Capital Contribution that is funded prior to the closing. On December 20, 2023, one of the Company’s anchor investors submitted 10,084 Class B common stock to the Company for no consideration to be cancelled. On July 31, 2024, (following approval by our stockholders at a special meeting (the “July 2024 Special Meeting”), the Company effected an amendment to its amended and restated certificate of incorporation, the effect of which was to (i) further extend the period of time by which the Company has to consummate an Initial Business Combination (the “Termination Date”) to February 7, 2025 and to allow the Company, without the need for another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to two times, by an additional one month each time, after February 7, 2025, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date and (ii) eliminate the limitation that the Company may not redeem public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem the Public Stock irrespective of whether such redemption would exceed the Redemption Limitation. In connection with the July 2024 Special Meeting, the holders of 1,099,905 shares of Class A common stock properly exercised their right to redeem their shares (the “Third Redemption”) for cash at a redemption price of approximately $10.63 per share, for an aggregate redemption amount of $11,692,068. In addition, in connection with the July 2024 Special Meeting, the Sponsor and Former Sponsor converted an aggregate of 1,100,000 of their shares of Class B common stock into shares of Class A common stock on a one for one basis. Such converted shares of Class A common stock are not entitled to receive funds from the Trust Account through redemptions or otherwise and will remain subject to the existing transfer restrictions. After giving effect to the Third Redemption and the conversion, the Company had approximately $12.9 million remaining in the Trust Account, 5,312,124 shares of Class A common stock (including 4,100,000 converted shares of Class B common stock) and 1,639,916 shares of Class B common stock outstanding. In connection with the July 2024 Special Meeting, the Company and NewCo (as defined below) entered into non-redemption agreements with certain stockholders of the Company pursuant to which, such stockholders agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,047,399 shares of Class A common stock in connection with the July 2024 Special Meeting and to hold such shares through the July 2024 Special Meeting. In exchange for the foregoing commitments not to redeem such shares of Class A common stock, NewCo agreed to issue to such stockholders, for no additional consideration, an aggregate of 174,566 shares of Class A common stock of NewCo (and up to an aggregate of 232,750 shares of Class A common stock of NewCo if the Company utilizes the two monthly extensions described above), in connection with the consummation of the Initial Business Combination. Proposed Business Combination On March 11, 2024, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Focus Impact BH3 Newco, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“NewCo”), Focus Impact BH3 Merger Sub I, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo (“Merger Sub 1”), Focus Impact BH3 Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of NewCo (“Merger Sub 2”), and XCF Global Capital, Inc., a Nevada corporation (“XCF”). Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the business combination will be effected in two steps: (a) the Company will merge with and into Merger Sub 1 (the “NewCo Merger”), with Merger Sub 1 being the surviving entity of the NewCo Merger as a wholly owned subsidiary of NewCo; and (b) immediately following the NewCo Merger, Merger Sub 2 will merge with and into XCF (the “Company Merger” and, together with the NewCo Merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with XCF being the surviving corporation of the Company Merger as a wholly owned subsidiary of NewCo. As a result of the Business Combination, NewCo will become a new publicly-traded company. The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur: (i) the Company will merge with and into Merger Sub 1, with Merger Sub 1 being the surviving entity of the NewCo Merger as a direct wholly owned subsidiary of NewCo, and (x) each share of Class A common stock outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into the right to receive one share of NewCo’s Class A common stock, par value $0.0001 per share (“NewCo Common Stock”), (y) each share of Class B common stock, outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into the right to receive one share of NewCo Common Stock, and (z) each warrant of the Company outstanding immediately prior to the effectiveness of the NewCo Merger will be converted into the right to receive one warrant of NewCo (the “NewCo Warrants”), with NewCo assuming the Company’s rights and obligations under the existing warrant agreement; and (ii) immediately following the NewCo Merger, Merger Sub 2 will merge with and into XCF, with XCF being the surviving corporation of the Company Merger as a direct wholly owned subsidiary of NewCo, and each share of common stock of XCF outstanding immediately prior to the effectiveness of the Company Merger will be converted into the right to receive shares of NewCo Common Stock determined in accordance with the Business Combination Agreement based on a pre-money equity value of XCF of $1,750,000,000, subject to adjustments for net debt and transaction expenses, and a price of $10.00 per share of NewCo Common Stock. Conditions to Closing The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (a) approval of the Business Combination and related agreements and transactions by the Company’s stockholders and the XCF stockholders, (b) effectiveness of the proxy / registration statement on Form S-4 (the “Registration Statement”) to be filed by the Company and NewCo in connection with the Business Combination, (c) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (d) receipt of approval for listing on the New York Stock Exchange (“NYSE”) or The Nasdaq Stock Market LLC (“Nasdaq”), as applicable, the shares of NewCo Common Stock to be issued in connection with the Business Combination, and (e) the absence of any order, law or other legal restraint or prohibition preventing the consummation of the Business Combination in effect. Other conditions to XCF’s obligations to consummate the Business Combination include, among others, (i) the accuracy of the representations and warranties of the Company as of the closing of the Business Combination (the “Closing”), (ii) the performance or compliance of each of the Company’s covenant in all material respects at or prior to the Closing and (iii) receipt of a certificate signed by an authorized officer of the Company certifying the satisfaction of the preceding clauses (i) and (ii). Other conditions to the Company’s obligations to consummate the Business Combination include, among others, (v) closing of the acquisition of New Rise Renewables, LLC and New Rise SAF Renewables Limited Liability Company (collectively, “New Rise”), (w) entry into an amended and restated supply and offtake agreement with a key supplier or another party (the “Key Agreement”) on terms and conditions reasonably satisfactory to the Company, (x) the accuracy of the representations and warranties of XCF as of the Closing, (y) the performance or compliance of each XCF covenant in all material respects at or prior to the Closing and (z) receipt of a certificate signed by an XCF authorized officer certifying the satisfaction of the preceding clauses (x) and (y). Covenants The Business Combination Agreement contains covenants, including, among others, providing for (i) XCF to conduct its business in the ordinary course in all material respects through the Closing, (ii) the parties to not initiate any negotiations or enter into any agreements for certain alternative transactions, (iii) XCF to prepare and deliver to the Company certain audited and unaudited consolidated financial statements of XCF, (iv) the Company and NewCo to prepare, with the assistance of XCF, and the Company and NewCo to file, the Registration Statement and take certain other actions to obtain the requisite approval of the Company’s stockholders of certain proposals regarding the Business Combination, and (v) the parties to use reasonable best efforts to obtain necessary approvals from governmental agencies. Representations and Warranties The Business Combination Agreement contains customary representations and warranties by the Company and XCF for transactions of this type regarding themselves and their respective businesses. The representations and warranties of the respective parties to the Business Combination Agreement will not survive the Closing of the Business Combination. Termination The Business Combination Agreement contains certain termination rights for both the Company and XCF including, among others, that the Business Combination Agreement may be terminated at any time prior to the Closing (i) by mutual written consent of the Company and XCF, (ii) by written notice from either the Company or XCF to the other if certain approvals of the the Company’s stockholders, to the extent required under the Business Combination Agreement, are not obtained as set forth therein, (iii) by written notice from the Company, if certain approvals of the XCF stockholders are not obtained within two Certain Related Agreements Sponsor Letter Agreement On March 11, 2024, concurrently with the execution and delivery of the Business Combination Agreement, the Company entered into a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), with the Sponsor and NewCo, pursuant to which the Sponsor has unconditionally and irrevocably agreed to, among other things: (a) vote at any meeting of the stockholders of the Company, and in any action by written resolution of the stockholders of the Company, all of the shares of Class B common stock held by the Sponsor to approve the Business Combination and all related transactions and proposals; (b) vote against any proposal, action or agreement that would result in a breach of any of the Company’s covenants, representations, warranties or other obligations or agreements under the Business Combination Agreement; and (c) waive any rights to adjustment or other anti-dilution or similar protections with respect to the rate at which the shares of Class B common stock held by the Sponsor will convert into other shares of capital stock of the Company or shares of NewCo Common Stock in connection with the Business Combination and related transactions; in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. Pursuant to the Sponsor Letter Agreement, the Sponsor also agreed to, among other things, certain lock-up restrictions with respect to the shares of NewCo Common Stock until the earlier of (i) 12 months following the Closing and (y) the date on which NewCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s stockholders having the right to exchange their equity for cash, securities or other property, subject to certain exceptions; provided that such lock-up restrictions will lapse prior to their expiration upon the occurrence of certain events, including the closing price of the shares of NewCo Common Stock equaling or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing. Support Agreements On March 11, 2024, concurrently with the execution and delivery of the Business Combination Agreement, the Company, NewCo and XCF entered into Company Support Agreements (collectively, the “Support Agreements”) with (i) Randy Soule, majority stakeholder of New Rise, and his affiliated entity (the “Soule Support Agreement”), (ii) GL Part SPV I, LLC, an existing XCF stockholder and New Rise equityholder (the “GL Support Agreement”), (iii) certain XCF stockholders (the “Company Support Agreement”) and (iv) certain members of XCF management (the “Management Support Agreement”). Pursuant to the Support Agreements, certain XCF stockholders and New Rise equityholders agreed to, among other things, vote to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby, in each case, subject to the terms and conditions of the Support Agreements, and vote against any alternative transaction, business combination or agreement that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, adversely affect or prevent the Closing of the Business Combination or the Support Agreements or result in a breach of any covenant, representation, warranty or any other obligation or agreement thereunder. Pursuant to the Support Agreements, certain XCF and New Rise stockholders also agreed to, among other things, (a) to the extent required or applicable, vote or provide consent for purposes of authorizing and approving the Business Combination or the Business Combination Agreement, (b) when any meeting of XCF stockholders is held, appear at such meeting or otherwise cause the XCF stockholder’s Covered Shares (as defined in the applicable Support Agreements) to be counted as present thereat for purposes of calculating a quorum, or respond to the request by XCF for written consent, as applicable, (c) vote or provide consent in any other circumstances upon which a consent or other approval is required under XCF’s organizational documents (as applicable) and (d) not transfer any Covered Shares through the Closing. Notwithstanding the foregoing, the Soule Support Agreement and the GL Support Agreement provide that unless and until XCF or the Company obtains not less than $50 million in additional financing following the execution and delivery of the Business Combination Agreement, such parties may transfer any direct or indirect equity interests in New Rise in an aggregate amount of up to the lesser of (x) 15% of such parties’ equity interests in New Rise and (y) $100 million, in the case of Randy Soule and his affiliated entity, or $50 million, in the case of GL Part SPV I, LLC. Pursuant to the Support Agreements: (i) the members of XCF management party to the Management Support Agreements have also agreed that they will not transfer shares of NewCo Common Stock held by such parties until the earlier of (x) twelve months after the Closing and (y) the date on which NewCo (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s (or such successor’s) stockholders having the right to exchange their securities for cash, securities or other property; provided that such transfer restrictions will lapse prior to their expiration upon the occurrence of certain events, including the closing price of the shares of NewCo Common Stock equaling or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing; (ii) each of the XCF stockholders party to the Company Support Agreements and the party to the GL Support Agreement have also agreed that with respect to 90% of shares of NewCo Common Stock held by such parties (the “Lock-up Shares”), they will not transfer such Lock-up Shares until the earlier of (x) twelve months after the Closing and (y) the date on which NewCo (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of NewCo’s (or such successor’s) stockholders having the right to exchange their securities for cash, securities or other property; provided that such transfer restrictions will lapse prior to their expiration upon the occurrence of certain events, including the closing price of the shares of NewCo Common Stock equaling or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Closing; provided, further, that such parties may transfer (A) on or after 90 days following the first quarterly earnings release published following the Closing, 10% of the Lock-up Shares, (B) on or after 180 days following the closing date of the Business Combination, 30% of the Lock-up Shares and (C) on or after 360 days following the closing date of the Business Combination, 60% of the Lock-up Shares; and (iii) the Soule Support Agreement does not contain any lock-up restrictions following the Closing. Going Concern The Company has incurred and expects to continue to incur additional costs in pursuit of its Initial Business Combination. The Company has determined that it will not be able to sustain operations for the next twelve months without additional financing. As of June 30, 2024, the Company had $50,205 in its operating bank account available for working capital needs, $25,089,733 investments in liquid securities held in trust, which are not available for working capital needs, and a working capital deficit of $6,421,769. Until the consummation of the Initial Public Offering, the Company’s liquidity needs have been satisfied through a payment of $25,000 from the Former Sponsor to cover certain expenses on behalf of the Company in exchange for the issuance of the founder shares (as defined in Note 3) and a Note Payable to Former Sponsor (Note 3) in the amount of $563,009 that was fully repaid on October 7, 2021. The Company had net borrowings of $988,402 pursuant to the Convertible Promissory Note issued to the Former Sponsor (Note 5) and on July 31, 2023, the Company issued a non-interest-bearing promissory note in the aggregate principal amount of up to $1,052,644 to the Former Sponsor (the “Extension Promissory Note”). At the closing of the Purchase Agreement with the Sponsor on November 2, 2023, the Convertible Promissory Note and Extension Promissory Note were terminated and of no further force and effect, resulting in loan forgiveness by the note holder. In association with the Subscription Agreement (discussed in Note 3), the Company has borrowed $1,200,000. On February 26, 2024, the Company issued an unsecured promissory note in the total principal amount of up to $500,000 (the “FI Sponsor Promissory Note”) to the Sponsor and had borrowed $100,000 under the FI Sponsor Promissory Note at June 30, 2024. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete an Initial Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until February 7, 2025 (as may be extended until April 7, 2025), to consummate an Initial Business Combination. It is uncertain that the Company will be able to consummate an Initial Business Combination by this time. If an Initial Business Combination is not consummated by this date, and the Termination Date is not extended beyond April 7, 2025, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 7, 2025 (as may be extended until April 7, 2025). On March 11, 2024, the Company entered into a proposed Business Combination Agreement with XCF. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K for the period ended December 31, 2023, as filed with the SEC on April 23, 2024, which contains the audited financial statements and notes thereto. The interim results for the three and six 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. The condensed statement of changes in stockholders’ deficit for December 31, 2022, March 31, 2023 and June 30, 2023 has been revised to reflect a revision to previously issued financial statements as discussed in the Company’s Form 10-K as filed with the SEC on April 23, 2024. 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 Securities and Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of these unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents As of June 30, 2024 and December 31, 2023, the Company had $50,205 and $631,337, respectively, in cash outside of the Trust Account available for working capital needs. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Investments Held in Trust Account As of June 30, 2024 and December 31, 2023, investments held in Trust Account consisted of mutual funds that invest primarily in U.S. government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are classified as available-for-sale and presented on the balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts or investment accounts in a financial institution, which at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. Stock Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding Founder Shares acquired by directors of the Company. The acquired shares shall vest upon the Company consummating an Initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director or officer is removed from office or ceases to be a director or officer, the Company will have the right to repurchase the individual’s founder shares at the price paid by the individual. Holders of the Company’s founder shares have agreed not to transfer, assign or sell any of their founder shares and any shares of our Class A common stock issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our Initial Business Combination; and (ii) subsequent to the Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our Initial Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except to certain permitted transferees and under certain limited circumstances). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares (except that the anchor investors will be permitted to abstain from voting founder shares). The shares were issued on November 2, 2023, and the shares vest, not upon a fixed date, but upon consummation of an Initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of November 2, 2023. The valuation resulted in a fair value of $3.13 per share as of November 2, 2023, or an aggregate of $156,500 for the 50,000 shares. The aggregate amount paid for the transferred shares was approximately $200. The excess fair value over the amount paid is $156,300, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an Initial Business Combination. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“Topic 820”), approximates the carrying amounts represented in the accompanying financial statements. The carrying amounts of working capital balances approximate their fair values due to the short maturities of these items. Topic 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of characteristics specific to the financial instruments, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under Topic 820 are as follows: Level 1—Unadjusted quoted prices in active markets for identical financial instruments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in markets that are not active, inputs other than quoted prices that are observable for the financial instruments and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the financial instruments. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the financial instrument is categorized in its entirety is determined based on the lowest level input that is significant to the financial instrument. The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items. Convertible Promissory Notes The Company accounts for its Convertible Promissory Note under ASC 815 “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825 “Financial Instruments – Overall” (“ASC 825”). The Company has made such election for its Convertible Promissory Note. Using fair value option, the Convertible Promissory Note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as non-cash within change in the fair value of the Convertible Promissory Note in the statements of operations. On November 2, 2023, the Convertible Promissory Note was terminated and of no further force and effect, resulting in loan forgiveness by the note holder. For the terminated Convertible Promissory Note, the Company followed ASC 470 “Debt” (“ASC 470”). As a result, the Convertible Promissory Note was assigned a value of zero upon termination of the note. At December 31, 2023, as the holders of the Convertible Promissory Notes are equity holders in the Company, the resulting gain of $988,402 on the extinguishment of the Convertible Promissory Note was included in deemed contribution by Former Sponsor on the statement of changes in stockholders’ deficit. On February 26, 2024, the Company issued an unsecured promissory note in the total principal amount of up to $500,000 (the “FI Sponsor Promissory Note”) to the Sponsor. The FI Sponsor Promissory Note does not bear interest and matures upon closing of the Company’s Initial Business Combination. In the event that the Company does not consummate an Initial Business Combination, the FI Sponsor Promissory Note will be repaid only from amounts remaining outside of the Trust Account. Up to the total principal amount of the FI Sponsor Promissory Note may be converted, in whole or in part, at the option of the lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the Private Placement Warrants issued to the Former Sponsor at the time of the initial public offering of the Company. The option (“Working Capital Loan Option”) to convert the FI Sponsor Promissory Note into warrants qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value. At June 30, 2024 and December 31, 2023, the value of the Working Capital Loan Option was $0. Related Party Promissory Note On July 31, 2023, the Company issued a non-interest bearing promissory note in the aggregate principal amount of up to $1,052,644 (“Related Party Promissory Note”) to the Former Sponsor On November 2, 2023, $335,259 of the Related Party Promissory Note was terminated and of no further force and effect, resulting in loan forgiveness by the note holder. For the terminated Related Party Promissory Note, the Company followed ASC 470. As a result, at December 31, 2023, the Company reported $64,749 on the balance sheet on the line due to related party. During the first quarter of 2024, the Former Sponsor was repaid $64,749 and subsequently paid certain expenses on behalf of the company. As such, at June 30, 2024, the Company reported $27,500 on the balance sheet on the line due to related party. As the holders of the Related Party Promissory Notes are equity holders in the Company, the resulting gain on the extinguishment of the Related Party Promissory Note was recognized as a capital contribution to the Company. Due to related party A related party paid certain expenses on behalf of the Company with the amount due upon demand. At June 30, 2024 and December 31, 2023, the related party was due $27,500 and $64,750 respectively. Non-Redemption Agreement The Company has determined the non-redemption agreements entered into in connection with the October 2023 Special Meeting are an equity classified derivative instrument. As such, the Company complies with the requirements of SEC Staff Accounting Bulletin (“SAB”) Topic 5(T): Miscellaneous Accounting - Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). As such, at December 31, 2023, the value of the 389,359 Class B common stock, determined to be $1,230,000, transferred to the non-redeeming shareholders is treated as an equity contribution and recognized as operating costs in the statement of operations. The value of the Class B common stock forfeited by the Sponsors is reported as an increase to stockholders’ equity Subscription Agreement On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the Sponsor and Polar, pursuant to which Polar agreed to make certain capital contributions to the Company of up to $1,200,000 (the “Capital Contribution”) at the request of the Company. The Capital Contribution shall be repaid to Polar by the Company within five (5) business days of the Company closing an Initial Business Combination (the “Closing”). Polar may elect to receive such repayment (i) in cash or (ii) in shares of common stock of the surviving entity in such Initial Business Combination (the “Surviving Entity”). Additionally, in consideration of the Capital Contribution, at the Closing, the Surviving Entity will issue to Polar one share of common stock for each dollar of Capital Contribution that is funded prior to the Closing (“Subscribed Shares”). The Subscription Agreement includes two separate transactions– a promissory note (“Note Payable – Polar”) and a share subscription agreement (“SSA – Polar”). In accordance with ASC 825, the Company has elected to record the Note Payable – Polar at fair value upon issuance and will remeasure the Note Payable – Polar at fair value at each reporting period. Changes in the estimated fair value of the Note Payable – Polar are recognized within change in the fair value of the Note payable – Polar in the statements of operations. At June 30, 2024, the Company had borrowed $1,200,000 under the Subscription Agreement and reported the fair value on the balance sheet $638,431 . At December 31, 2023, there was $850,000 borrowed under the Note Payable – Polar. The Note Payable – Polar is remeasured to fair value at each reporting date. Changes in fair value of $(14,336) and $(110,322) were included in the statement of operations during the three and six months ended June 30, 2024, respectively. The SSA – Polar is indexed and settled in the Company’s common stock and is thus considered an equity classified instrument under ASC815. The following table shows the activity of the Note Payable - Polar. Discount to Fair Value Change in Fair Value Borrowing (Equity) Fair Value Gain/(Loss) November 3, 2023 $ 850,000 $ 590,851 $ 259,149 December 31, 2023 $ 346,353 $ (87,204 ) March 12, 2024 $ 250,000 $ 120,592 $ 129,408 March 31, 2024 $ 571,747 $ (95,986 ) May 2, 2024 $ 100,000 47,652 $ 52,348 June 30, 2024 $ 638,431 $ (14,336 ) Capital Market Advisors In 2023, the Company engaged the services of multiple entities to act as capital market advisors (“CMA”), specifically to advise on market conditions, seeking an extension for completing an Initial Business Combination, a possible Initial Business Combination, and acting as a placement agent in connection with a private placement of equity, equity-linked, convertible and/or debt securities or other capital or debt raising transaction. No fees are due the advisors until consummation of the Initial Business Combination and are payable at that time in a combination of cash and shares of common stock of the public company entity that survives the Initial Business Combination. In accordance with ASC 718, at the effective date of November 2, In accordance with ASC Topic 450, “Contingencies,” (“ASC 450”), the Company has not recognized a liability for the value of the potential issuance of shares or the Deferred CMA Fees since the completion of an Initial Business Combination is a performance condition that is not yet considered probable. Derivative Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40 Derivatives and Hedging—Contracts in Entity’s Own Equity,” and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC815-40, the Warrant Securities are recorded as derivative liabilities on the balance sheets and measured at fair value at issuance and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features include certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2024 and December 31, 2023, 2,312,029 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the accompanying balance sheets. All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering (5,012,592 of which remained outstanding after giving effect to the First Redemption and 2,312,029 of which remained outstanding (excluding the 3,000,000 converted shares of Class B common stock) after the Second Redemption and 1,212,124 of which remained outstanding (excluding the 4,100,000 converted shares of Class B common stock) after the Third Redemption) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. 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. Accretion of redeemable common stock results in charges against accumulated deficit. Changes in the carrying amount of common stock subject to redemption are affected by earnings on the Trust Account that exceed amounts payable for taxes, additional funding of the Trust Account, amounts withdrawn from the Trust Account to pay tax obligations and redemptions of the Company’s Class A common stock. Purchase of Shares by Sponsor Pursuant to the closing of the Purchase Agreement, the Sponsor agreed to purchase an aggregate of 3,746,303 shares of Class B common stock from the Former Sponsor and each of the anchor investors and 4,160,000 private placement warrants from the Former Sponsor for an aggregate purchase price of $16,288. The Company accounts for the value of the shares acquired in excess of the purchase price in accordance with ASC 340 “Other Assets and Deferred Costs” (“ASC 340”). Management of the Company determined the fair value of the Class B common stock and Private Placement Warrants acquired to be $11,892,328. The excess value of the Class B common stock and Private Placement Warrants acquired was $11,876,040. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“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. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, 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 tax examinations by major taxing authorities since inception. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company’s operations included those activities necessary to consummate an Initial Business Combination. As such, the Company deducted startup and operating costs for tax purposes. As there is uncertainty in regard to this approach, the Company recognized a reserve for uncertain tax positions on the balance sheet. At June 30, 2024 and December 31, 2023, the Company reported $955,617 on the balance sheet for this uncertainty. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. Risks and Uncertainties The Company’s results of operations and ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an Initial Business Combination. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a 1% excise tax on the fair market value of stock repurchased by a publicly listed U.S. corporation beginning in 2023, subject to certain exceptions. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The U.S. Department of the Treasury (the “Treasury”) has been given authority to issue regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. It is unclear at this time how and to what extent the excise tax will apply to certain redemptions, but since the Company is a publicly listed Delaware corporation, it is a “covered corporation” within the meaning of the IR Act. Consequently, this excise tax may apply to certain redemptions of the Company’s public shares after December 31, 2022. Whether and to what extent the Company would be subject to the excise tax in connection with an Initial 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 Initial Business Combination, extension or otherwise, (ii) the structure of an Initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an Initial Business Combination (or otherwise issued not in connection with an Initial Business Combination but issued within the same taxable year of an Initial 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 potentially reduce the per-share amount that the Company’s public stockholders would otherwise be entitled to receive upon redemption of their public shares, cause a reduction in the cash available on hand to complete an Initial Business Combination and hinder the Company’s ability to complete an Initial Business Combination. At June 30, 2024 the Company recognized an excise tax liability of $283,933 related to share redemptions. In accordance with ASC 340-10-S99-1, the liability does not impact the condensed statements of operations and is offset against accumulated deficit because additional paid-in capital is not available. Net (Loss) Income Per Common Stock The Company has two classes of shares outstanding, which are referred to as redeemable Class A common stock and non-redeemable Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Basic net (loss) income per share of common stock is calculated by dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net (loss) income per share is computed by dividing the net (loss) income attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net (loss) income per share calculation the warrants to purchase common stock and the shares issuable in accordance with the Subscription Agreement are considered to be potentially dilutive securities pursuant to the treasury stock method. In order to determine the net (loss) income attributable to both the redeemable Class A common stock and the non-redeemable Class A common stock and Class B common stock, the Company first considered the total income allocable to both sets of shares. This is calculated using the total net (loss) income less any dividends paid. For purposes of calculating net (loss) income per share, any change to the redemption value of the redeemable Class A common stock is treated as a deemed dividend for the purposes of the numerator in the earnings per share calculation, as the redemption value approximates fair value. Additionally, the excise tax payable is treated as a deemed dividend as the activity of redeeming shares that generates the excise tax is done for the benefit of the redeemable Class A common stockholders. Subsequent to calculating the total income allocable to both sets of shares, the Company calculates the amount to be allocated pro rata between the redeemable Class A common stock and non-redeemable Class A common stock and Class B common stock for each of the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months June 30, For the Six Months June 30, 2024 2023 2024 2023 Net (loss) income, as reported $ (1,448,806 ) $ 2,405,303 $ (3,953,562 ) $ 2,484,055 Reconciliation items: Deemed divi |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3—Related Party Transactions Founder Shares Prior to the Initial Public Offering, the Former Sponsor and directors (the “Initial Stockholders”) purchased an aggregate of 5,750,000 shares of Class B common stock, par value $0.0001 per share (“Class B common stock,” “Class B Shares” or “founder shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share. Prior to the initial investment in the Company of $25,000 by our Initial Stockholders, the Company had no assets, tangible or intangible. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate number of founder shares issued. The initial stockholders (including the anchor investors) collectively owned 20% of the outstanding shares of common stock following the Initial Public Offering. Certified qualified institutional buyers or institutional accredited investors, as defined in Rule 144A and Regulation D, respectively, under the Securities Act, which are not affiliated with the Company, the Former Sponsor, the Company’s directors or any member of management and that purchased an aggregate of approximately 22,980,000 units in the Initial Public Offering at the public offering price (“herein referred to as “anchor investor”) purchased the number of Units for which it had provided an indication of interest (not to exceed 9.9% of the units sold in the Initial Public Offering). In consideration of these purchases, the Former Sponsor entered into an investment agreement with each of the anchor investors pursuant to which the Former Sponsor sold 1,450,758 founder shares in the aggregate, at their original purchase price of approximately $0.004 per share. The founder shares are identical to the shares of the Class A common stock included in the Units sold in the offering, except that: • prior to the Company’s Initial Business Combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of the founder shares may remove a member of the board of directors for any reason; • the founder shares are subject to certain transfer restrictions, as described in more detail below; • each of the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive (i) their redemption rights with respect to their founder shares and any public shares held by them in connection with the completion of the Initial Business Combination; (ii) their redemption rights with respect to their founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to allow redemption in connection with the Initial Business Combination or to redeem 100% of the public shares if the Company has not completed an Initial Business Combination on or before February 7, 2025 (as may be extended until April 7, 2025) or (B) with respect to any other provisions relating to stockholders’ rights or pre-Initial Business Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company does not complete the Initial Business Combination on or before February 7, 2025 (as may be extended until April 7, 2025), although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company does not complete the Initial Business Combination within the prescribed time frame. If the Company submits the Initial Business Combination to its public stockholders for a vote, the Sponsor, officers and directors have agreed to vote their founder shares and any public shares they may acquire during or after the Initial Public Offering, in favor of the Initial Business Combination, and each of the anchor investors has agreed to vote its founder shares (subject to the right to abstain from voting) in favor of the Initial Business Combination. • the founder shares are shares of Class B common stock that will automatically convert into shares of the Company’s Class A common stock upon the completion of the Initial Business Combination or earlier at the option of the holder thereof; • the anchor investors will not be entitled to (i) redemption rights with respect to any founder shares held by them in connection with the completion of the Initial Business Combination; (ii) redemption rights with respect to any founder shares held by them in connection with a stockholder vote to amend the Company’s amended and restated certification of incorporation in a manner that would affect the substance or timing of its obligation to redeem 100% of our public shares if the Company has not consummated an Initial business combination by February 7, 2025 (as may be extended until April 7, 2025) or; (iii) rights to liquidating distributions from the Trust Account with respect to any founder shares held by them if the Company fails to complete its Initial Business Combination by February 7, 2025 (as may be extended until April 7, 2025) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Initial Business Combination within the prescribed time frame); and • the founder shares are entitled to registration rights. Transfer restrictions on founder shares Holders of the Company’s founder shares (including the anchor investors) have agreed not to transfer, assign or sell any of their founder shares and any shares of our Class A common stock issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our Initial Business Combination; and (ii) subsequent to the Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our Initial Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except to certain permitted transferees and under certain limited circumstances). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares (except that the anchor investors will be permitted to abstain from voting founder shares). In conjunction with each anchor investor purchasing 100% of the Units allocated to it, in connection with the closing of the Initial Public Offering, the Former Sponsor sold an aggregate of 1,450,758 founder shares at their original purchase price. The Company estimated the fair value of the founder shares attributable to the anchor investors to be $9.3 million or $6.40 per share as of October 7, 2021 (date of the Initial Public Offering). The excess of the fair value of the founder shares sold over the purchase price of $5,803 (or $0.004 per 1,450,758 share) was determined to be an issuance cost of the Initial Public Offering incurred on the Company’s behalf. Accordingly, this issuance cost as well as Offering Costs were accounted for as an equity contribution from the Former Sponsor. As a portion of the Initial Public Offering consisted of Warrant Securities that are accounted for as liabilities, as such the fair value of the 1,450,758 founder shares sold to the anchor investors by the Former Sponsor ($0.6 million) was allocated to the warrant liabilities as of October 7, 2021 (date of Public Offering). On November 2, 2023, the Sponsor acquired an aggregate of 3,746,303 shares of Class B common stock from the Former Sponsor and each of the anchor investors and 4,160,000 private placement warrants from the Former Sponsor. Contemporaneously with the shares acquired by the Sponsor, the Sponsor transferred an aggregate of 50,000 shares of Class B common stock to two of the Company’s directors. In connection with the October 2023 Special Meeting the Former Sponsor converted 3,000,000 of its shares of Class B common stock into shares of Class A common stock. Upon conversion of shares of Class B common stock to shares of Class A common stock, such shares of Class A common stock are not entitled to receive funds from the Trust Account through redemptions or otherwise and will remain subject to the existing transfer restrictions. In connection with the July 2024 Special Meeting, the Sponsor and Former Sponsor converted an aggregate of 1,100,000 of their shares of Class B common stock into shares of Class A common stock. Upon conversion of shares of Class B common stock to shares of Class A common stock, such shares of Class A common stock are not entitled to receive funds from the Trust Account through redemptions or otherwise and will remain subject to the existing transfer restrictions. Private Placement Warrants Simultaneously with the Initial Public Offering, the Former Sponsor purchased an aggregate of 6,400,000 Private Placement Warrants at $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,600,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at an exercise price of $11.50 (subject to adjustment in certain circumstances). The net proceeds from the Private Placement Warrants of $2,300,000 were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the net proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants: (i) will not be redeemable by the Company so long as they are held by the Former Sponsor or Sponsor or any of its permitted transferees; (ii) may be exercised for cash or on a cashless basis, so long as they are held by the Former Sponsor or Sponsor or any of its permitted transferees and (iii) are (including the common stock issuable upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Former Sponsor and Sponsor have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A common stock issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Initial Business Combination. Indemnity The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.10 per public share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Convertible Promissory Notes In order to finance transaction costs in connection with the Initial Business Combination, on November 1, 2022 the Former Sponsor executed an unsecured Convertible Promissory Note and agreed to loan the Company up to $1,500,000 as may be required, the terms of which consist of no interest accrual and a maturity date commensurate with the date the Initial Business Combination has been consummated (“Working Capital Loans”). 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 such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Former Sponsor. Effective as of November 2, 2023, in connection with the closing of the transactions contemplated by the Purchase Agreement, the Convertible Promissory Note was forgiven by the note holder. For the year ended December 31, 2023, the Company recorded a $988,402 capital contribution included in deemed contribution by Former Sponsor on the statement of changes in stockholders’ deficit. On February 26, 2024, the Company issued an unsecured promissory note in the total principal amount of up to $500,000 (the “FI Sponsor Promissory Note”) to the Sponsor. The Promissory Note does not bear interest and matures upon closing of the Company’s Initial Business Combination. In the event that the Company does not consummate an Initial Business Combination, the FI Sponsor Promissory Note will be repaid only from amounts remaining outside of the Trust Account. Up to the total principal amount of the FI Sponsor Promissory Note may be converted, in whole or in part, at the option of the lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the Private Placement Warrants issued to the Former Sponsor at the time of the initial public offering of the Company. At June 30, 2024, there was $100,000 outstanding on the FI Sponsor Promissory Note. Administrative Services Agreement The Company entered into an agreement whereby, commencing on October 7, 2021, through the earlier of the consummation of an Initial Business Combination or the Company’s liquidation, the Company has agreed to pay an affiliate of the Former Sponsor a monthly fee of $15,000 for office space, utilities and administrative support. The Company records the administrative services agreement costs within operating costs on the statements of operations. On August 8, 2023, (i) the Company and the Former Sponsor agreed to terminate the Administrative Services Agreement dated October 4, 2021, with effect from and as of March 31, 2023 and (ii) the Former Sponsor agreed to waive any and all amounts due and owing by the Company after March 31, 2023. For the three and six months ended June 30, 2024, the Company did not |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Deficit | |
Stockholders' Deficit | Note 4—Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors may, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. At June 30, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B common stock, with a par value of $0.0001 each (the “Class B Shares” and, together with the Class A Shares, the “Common Stock”). Holders of the Common Stock are entitled to one vote for each share of Common Stock; provided that only holders of the Class B Shares have the right to vote on the election of directors prior to the Initial Business Combination. The Class B Shares will automatically convert into Class A Shares at the time of the Initial Business Combination, on a one-for-one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20% of the sum of all Common Stock outstanding upon completion of the Initial Public Offering plus all Class A Shares and equity-linked securities issued or deemed issued in connection with the Initial Business Combination, excluding any Common Stock or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination, or any Private Placement-equivalent Warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company. In connection with the October 2023 Special Meeting the Sponsor converted 3,000,000 of its shares of Class B common stock into shares of Class A common stock. The redemption value for Class A Shares reflected on the balance sheets is reconciled on the following table: Shares Amount December 31, 2022 5,012,592 $ 50,125,920 Less: Redemption of Class A Shares (2,700,563 ) (28,393,290 ) Plus: Accretion of Class A common stock to redemption value — 2,272,693 December 31, 2023 2,312,029 $ 24,005,323 Plus: Accretion of Class A common stock to redemption value — 358,656 March 31, 2024 2,312,029 $ 24,363,979 Plus: Accretion of Class A common stock to redemption value — 69,989 June 30, 2024 2,312,029 $ 24,433,968 Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering, provided in each case that the Company has an effective registration statement under the Securities Act covering the sale of the shares of its Class A common stock issuable upon exercise of the warrants, and a current Offering prospectus relating thereto is available, and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) the Company’s failure to have an effective registration statement by the 60th business day after the closing of the Initial Business Combination as described in the immediately following paragraph or (ii) a notice of redemption described below). The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. At June 30, 2024 and December 31, 2023, there were 11,500,000 Public Warrants and 6,400,000 Private Placement Warrants outstanding. The Company is not obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of an Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the Warrants, and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the sale of the shares of Class A common stock issuable upon exercise of the Warrants is not effective by the 60th business day after the closing of the Initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Class A common stock at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $18.00 Once the Warrant Securities become exercisable, the Company may redeem the outstanding Warrant Securities (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 Security; • upon a minimum of 30 days’ prior written notice of redemption (the“30-day redemption period”); and • if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant Securities’ holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities). The Company will not redeem the Warrant Securities as described above unless an effective registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the Warrant Securities is effective, and a current prospectus relating thereto is available, throughout the 30-day redemption period. Any such exercise would not be on a “cashless basis” and would require the exercising Warrant Security holder to pay the exercise price for each Warrant Security being exercised. Except as set forth below, none of the Private Placement Warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. Redemption of Warrant Securities when the price per share of Class A common stock equals or exceeds $10.00 Once the Warrant Securities become exercisable, the Company may also redeem the outstanding Warrant Securities (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at $0.10 per Warrant Security upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A common stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities); and • if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity- linked securities), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of the Class A common stock means the volume-weighted average price of the Class A common stock for the ten trading days immediately following the date on which the notice of redemption is sent to the holders of Warrant Securities. The Company will provide its Warrant Security holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the Warrant Securities be exercisable in connection with this redemption feature for more than 0.361 shares of our Class A common stock per Warrant Security (subject to adjustment). If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (i) we issue additional common stock or equity-linked securities for capital raising purposes in connection with the closing of our Initial Business Combination at a Newly Issued Price of less than $9.20 per common stock, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our Initial Business Combination on the date of the completion of our Initial Business Combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 5—Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period. The following table presents information about the Company’s assets and derivative liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, December 31 Level 2024 2023 Assets: Investment held in Trust Account 1 $ 25,089,733 $ 24,554,804 Liabilities: Public Warrants (1) 1 $ 920,000 $ 690,000 Private Placement Warrants (1, 2) 2 $ 512,000 $ 384,000 Working Capital Loan Conversion Option 3 $ — $ — Note Payable - Polar 3 $ 638,431 $ 346,353 (1) The Warrants are accounted for as liabilities in accordance with ASC 815 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. (2) Reclassified to level 2 on December 31, 2023 To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Warrant Liability As of June 30, 2024 and December 31, 2023, the Public Warrants are classified as Level 1 in the fair value hierarchy and are valued at the publicly traded price. The Private Placement Warrants have substantially the same terms as the Public Warrants and the Company determined that the fair value of each Private Placement Warrant is consistent with that of a Public Warrant. With the decline in volatilities, there is de minimis benefit to Private Warrants with exemption from make whole redemptions. As such, the Private Warrants are considered economically equivalent to the Public Warrants. Accordingly, the Private Placement Warrants are valued at the Public Warrant price and on December 31, 2023 classified them as Level 2 financial instruments. Other than the reclassification of the Private Placement Warrants to Level 2, there were no other transfers in or out of Level 3 of the fair value hierarchy during period ended June 30, 2024. Working Capital Loan Conversion Option The Company’s FI Sponsor Promissory Note contains an embedded option (“Working Capital Loan Conversion Option”) whereby up to $1,500,000 of the FI Sponsor Promissory Note may be converted into the Company’s warrants. The embedded Working Capital Loan Conversion Option is accounted for as a liability in accordance with ACS 815-40 on the balance sheet and is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value in the condensed statement of operations. Valuation of the Working Capital Loan Conversion Option was derived from the valuation of the underlying Private Placement Warrants and is classified as a level 3 valuation. The following table presents the changes in the fair value of the Company’s financial assets and liabilities classified as Level 3: Note payable - Polar Working Capital Loan Conversion Option Fair value as of December 31, 2023 $ 346,353 $ — Initial value of the Working Capital Loan Conversion Option — — Change in fair value 225,394 — Fair value as of March 31, 2024 $ 571,747 $ — Change in fair value 66,684 — Fair value as of June 30, 2024 $ 638,431 $ — Convertible Promissory Notes Effective as of November 2, 2023, in connection with the closing of the Purchase Agreement, the Convertible Promissory Note was forgiven by the note holder. Note Payable – Polar At inception of the agreement and at December 31, 2023, the Note Payable – Polar was valued using a bond plus call plus stock approach. The model used for the Note Payable - Polar requires the use of subjective assumptions: • The Risk-free rate as of the valuation date was selected based upon a typical equity investor assumed holding period. • The expected volatility assumption was based on the implied volatility from the Company’s common stock and warrants. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement and vice versa. • Probability of an Initial Business Combination as based on the Company’s management. The key inputs into the models for the Note Payable - Polar were as follows: Input June 30, 2024 December 31, 2023 Probability of an Initial Business Combination 50 % 40 % Risk-free rate 5.48 % 5.18 % Expected term (years) 0.25 0.58 Expected volatility De minimis De minimis Class A common stock price $ 10.70 $ 10.46 |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2024 | |
Commitments [Abstract] | |
Commitments | Note 6—Commitments Registration Rights Pursuant to a registration and stockholder rights agreement dated October 4, 2021, the holders of the founder shares, Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights. The holders of a majority 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 an Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the Initial Public Offering, or $4.6 million. In addition, the underwriters were entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the Initial Public Offering, or $8.1 million. In connection with the closing of the Purchase Agreement, the Company received an irrevocable waiver by the underwriters for deferred underwriting discount. As a result, at December 31, 2023, the Company recognized a gain in the statement of operations for $8.1 million. |
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 of June 30, 2024 through the date that these unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On July 31, 2024, (following approval by our stockholders at the July 2024 Special Meeting, the Company effected an amendment to its amended and restated certificate of incorporation, the effect of which was to (i) further extend the period of time by which the Company has to consummate an Initial Business Combination to February 7, 2025 and to allow the Company, without the need for another stockholder vote, to elect to extend the Termination Date on a monthly basis for up to two times, by an additional one month each time, after February 7, 2025, by resolution of the Company’s board of directors if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date and (ii) eliminate the limitation that the Company may not redeem public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem the Public Stock irrespective of whether such redemption would exceed the Redemption Limitation. In connection with the July 2024 Special Meeting, the holders of 1,099,905 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.63 per share, for an aggregate redemption amount of $11,692,068. In addition, in connection with the July 2024 Special Meeting, the Sponsor and Former Sponsor converted an aggregate of 1,100,000 of their shares of Class B common stock into shares of Class A common stock on a one for one basis. Such converted shares of Class A common stock are not entitled to receive funds from the Trust Account through redemptions or otherwise and will remain subject to the existing transfer restrictions. After giving effect to the Third Redemption and the conversion, the Company had approximately $12.9 million remaining in the Trust Account, 5,312,124 shares of Class A common stock (including 4,100,000 converted shares of Class B common stock) and 1,639,916 shares of Class B common stock outstanding. In connection with the July 2024 Special Meeting, the Company and NewCo entered into non-redemption agreements with certain stockholders of the Company pursuant to which, such stockholders agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of 1,047,399 shares of Class A common stock in connection with the July 2024 Special Meeting and to hold such shares through the July 2024 Special Meeting. In exchange for the foregoing commitments not to redeem such shares of Class A common stock, NewCo agreed to issue to such stockholders, for no additional consideration, an aggregate of 174,566 shares of Class A common stock of NewCo (and up to an aggregate of 232,750 shares of Class A common stock of NewCo if the Company utilizes the two monthly extensions described above), in connection with the consummation of the Initial Business Combination. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Insider Trading Arrangements [Line Items] | |
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 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form10-K for the period ended December 31, 2023, as filed with the SEC on April 23, 2024, which contains the audited financial statements and notes thereto. The interim results for the three and six 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. The condensed statement of changes in stockholders’ deficit for December 31, 2022, March 31, 2023 and June 30, 2023 has been revised to reflect a revision to previously issued financial statements as discussed in the Company’s Form 10-K as filed with the SEC on April 23, 2024. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the derivative warrant liabilities. Such estimates may be subject to change as more current information becomes available. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents As of June 30, 2024 and December 31, 2023, the Company had $50,205 and $631,337, respectively, in cash outside of the Trust Account available for working capital needs. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Investments Held in Trust Account | Investments Held in Trust Account As of June 30, 2024 and December 31, 2023, investments held in Trust Account consisted of mutual funds that invest primarily in U.S. government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are classified as available-for-sale and presented on the balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts or investment accounts in a financial institution, which at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts. |
Stock Based Compensation | Stock Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding Founder Shares acquired by directors of the Company. The acquired shares shall vest upon the Company consummating an Initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director or officer is removed from office or ceases to be a director or officer, the Company will have the right to repurchase the individual’s founder shares at the price paid by the individual. Holders of the Company’s founder shares have agreed not to transfer, assign or sell any of their founder shares and any shares of our Class A common stock issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our Initial Business Combination; and (ii) subsequent to the Initial Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our Initial Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except to certain permitted transferees and under certain limited circumstances). Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares (except that the anchor investors will be permitted to abstain from voting founder shares). The shares were issued on November 2, 2023, and the shares vest, not upon a fixed date, but upon consummation of an Initial Business Combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of November 2, 2023. The valuation resulted in a fair value of $3.13 per share as of November 2, 2023, or an aggregate of $156,500 for the 50,000 shares. The aggregate amount paid for the transferred shares was approximately $200. The excess fair value over the amount paid is $156,300, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an Initial Business Combination. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement” (“Topic 820”), approximates the carrying amounts represented in the accompanying financial statements. The carrying amounts of working capital balances approximate their fair values due to the short maturities of these items. Topic 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of characteristics specific to the financial instruments, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial instruments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under Topic 820 are as follows: Level 1—Unadjusted quoted prices in active markets for identical financial instruments at the measurement date are used. Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in markets that are not active, inputs other than quoted prices that are observable for the financial instruments and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the financial instruments. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the financial instrument is categorized in its entirety is determined based on the lowest level input that is significant to the financial instrument. The carrying amounts of working capital balances approximate their fair values due to the short maturity of these items. |
Convertible Promissory Notes | Convertible Promissory Notes The Company accounts for its Convertible Promissory Note under ASC 815 “Derivatives and Hedging” (“ASC 815”). Under 815-15-25, the election can be made at the inception of a financial instrument to account for the instrument under the fair value option under ASC 825 “Financial Instruments – Overall” (“ASC 825”). The Company has made such election for its Convertible Promissory Note. Using fair value option, the Convertible Promissory Note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the note are recognized as non-cash within change in the fair value of the Convertible Promissory Note in the statements of operations. On November 2, 2023, the Convertible Promissory Note was terminated and of no further force and effect, resulting in loan forgiveness by the note holder. For the terminated Convertible Promissory Note, the Company followed ASC 470 “Debt” (“ASC 470”). As a result, the Convertible Promissory Note was assigned a value of zero upon termination of the note. At December 31, 2023, as the holders of the Convertible Promissory Notes are equity holders in the Company, the resulting gain of $988,402 on the extinguishment of the Convertible Promissory Note was included in deemed contribution by Former Sponsor on the statement of changes in stockholders’ deficit. On February 26, 2024, the Company issued an unsecured promissory note in the total principal amount of up to $500,000 (the “FI Sponsor Promissory Note”) to the Sponsor. The FI Sponsor Promissory Note does not bear interest and matures upon closing of the Company’s Initial Business Combination. In the event that the Company does not consummate an Initial Business Combination, the FI Sponsor Promissory Note will be repaid only from amounts remaining outside of the Trust Account. Up to the total principal amount of the FI Sponsor Promissory Note may be converted, in whole or in part, at the option of the lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the Private Placement Warrants issued to the Former Sponsor at the time of the initial public offering of the Company. The option (“Working Capital Loan Option”) to convert the FI Sponsor Promissory Note into warrants qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value. At June 30, 2024 and December 31, 2023, the value of the Working Capital Loan Option was $0. |
Related Party Promissory Note | Related Party Promissory Note On July 31, 2023, the Company issued a non-interest bearing promissory note in the aggregate principal amount of up to $1,052,644 (“Related Party Promissory Note”) to the Former Sponsor On November 2, 2023, $335,259 of the Related Party Promissory Note was terminated and of no further force and effect, resulting in loan forgiveness by the note holder. For the terminated Related Party Promissory Note, the Company followed ASC 470. As a result, at December 31, 2023, the Company reported $64,749 on the balance sheet on the line due to related party. During the first quarter of 2024, the Former Sponsor was repaid $64,749 and subsequently paid certain expenses on behalf of the company. As such, at June 30, 2024, the Company reported $27,500 on the balance sheet on the line due to related party. As the holders of the Related Party Promissory Notes are equity holders in the Company, the resulting gain on the extinguishment of the Related Party Promissory Note was recognized as a capital contribution to the Company. |
Due to Related Party | Due to related party A related party paid certain expenses on behalf of the Company with the amount due upon demand. At June 30, 2024 and December 31, 2023, the related party was due $27,500 and $64,750 respectively. |
Non-Redemption Agreement | Non-Redemption Agreement The Company has determined the non-redemption agreements entered into in connection with the October 2023 Special Meeting are an equity classified derivative instrument. As such, the Company complies with the requirements of SEC Staff Accounting Bulletin (“SAB”) Topic 5(T): Miscellaneous Accounting - Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). As such, at December 31, 2023, the value of the 389,359 Class B common stock, determined to be $1,230,000, transferred to the non-redeeming shareholders is treated as an equity contribution and recognized as operating costs in the statement of operations. The value of the Class B common stock forfeited by the Sponsors is reported as an increase to stockholders’ equity |
Subscription Agreement | Subscription Agreement On November 3, 2023, the Company entered into a subscription agreement (the “Subscription Agreement”) with the Sponsor and Polar, pursuant to which Polar agreed to make certain capital contributions to the Company of up to $1,200,000 (the “Capital Contribution”) at the request of the Company. The Capital Contribution shall be repaid to Polar by the Company within five (5) business days of the Company closing an Initial Business Combination (the “Closing”). Polar may elect to receive such repayment (i) in cash or (ii) in shares of common stock of the surviving entity in such Initial Business Combination (the “Surviving Entity”). Additionally, in consideration of the Capital Contribution, at the Closing, the Surviving Entity will issue to Polar one share of common stock for each dollar of Capital Contribution that is funded prior to the Closing (“Subscribed Shares”). The Subscription Agreement includes two separate transactions– a promissory note (“Note Payable – Polar”) and a share subscription agreement (“SSA – Polar”). In accordance with ASC 825, the Company has elected to record the Note Payable – Polar at fair value upon issuance and will remeasure the Note Payable – Polar at fair value at each reporting period. Changes in the estimated fair value of the Note Payable – Polar are recognized within change in the fair value of the Note payable – Polar in the statements of operations. At June 30, 2024, the Company had borrowed $1,200,000 under the Subscription Agreement and reported the fair value on the balance sheet $638,431 . At December 31, 2023, there was $850,000 borrowed under the Note Payable – Polar. The Note Payable – Polar is remeasured to fair value at each reporting date. Changes in fair value of $(14,336) and $(110,322) were included in the statement of operations during the three and six months ended June 30, 2024, respectively. The SSA – Polar is indexed and settled in the Company’s common stock and is thus considered an equity classified instrument under ASC815. The following table shows the activity of the Note Payable - Polar. Discount to Fair Value Change in Fair Value Borrowing (Equity) Fair Value Gain/(Loss) November 3, 2023 $ 850,000 $ 590,851 $ 259,149 December 31, 2023 $ 346,353 $ (87,204 ) March 12, 2024 $ 250,000 $ 120,592 $ 129,408 March 31, 2024 $ 571,747 $ (95,986 ) May 2, 2024 $ 100,000 47,652 $ 52,348 June 30, 2024 $ 638,431 $ (14,336 ) |
Capital Market Advisors | Capital Market Advisors In 2023, the Company engaged the services of multiple entities to act as capital market advisors (“CMA”), specifically to advise on market conditions, seeking an extension for completing an Initial Business Combination, a possible Initial Business Combination, and acting as a placement agent in connection with a private placement of equity, equity-linked, convertible and/or debt securities or other capital or debt raising transaction. No fees are due the advisors until consummation of the Initial Business Combination and are payable at that time in a combination of cash and shares of common stock of the public company entity that survives the Initial Business Combination. In accordance with ASC 718, at the effective date of November 2, In accordance with ASC Topic 450, “Contingencies,” (“ASC 450”), the Company has not recognized a liability for the value of the potential issuance of shares or the Deferred CMA Fees since the completion of an Initial Business Combination is a performance condition that is not yet considered probable. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrant Securities”) in accordance with ASC 815-40 Derivatives and Hedging—Contracts in Entity’s Own Equity,” and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC815-40, the Warrant Securities are recorded as derivative liabilities on the balance sheets and measured at fair value at issuance and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock features include certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2024 and December 31, 2023, 2,312,029 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the accompanying balance sheets. All of the 23,000,000 shares of Class A common stock sold as part of the Units in the Initial Public Offering (5,012,592 of which remained outstanding after giving effect to the First Redemption and 2,312,029 of which remained outstanding (excluding the 3,000,000 converted shares of Class B common stock) after the Second Redemption and 1,212,124 of which remained outstanding (excluding the 4,100,000 converted shares of Class B common stock) after the Third Redemption) contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation if there is a stockholder vote or tender offer in connection with the Initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. 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. Accretion of redeemable common stock results in charges against accumulated deficit. Changes in the carrying amount of common stock subject to redemption are affected by earnings on the Trust Account that exceed amounts payable for taxes, additional funding of the Trust Account, amounts withdrawn from the Trust Account to pay tax obligations and redemptions of the Company’s Class A common stock. |
Purchase of Shares by Sponsor | Purchase of Shares by Sponsor Pursuant to the closing of the Purchase Agreement, the Sponsor agreed to purchase an aggregate of 3,746,303 shares of Class B common stock from the Former Sponsor and each of the anchor investors and 4,160,000 private placement warrants from the Former Sponsor for an aggregate purchase price of $16,288. The Company accounts for the value of the shares acquired in excess of the purchase price in accordance with ASC 340 “Other Assets and Deferred Costs” (“ASC 340”). Management of the Company determined the fair value of the Class B common stock and Private Placement Warrants acquired to be $11,892,328. The excess value of the Class B common stock and Private Placement Warrants acquired was $11,876,040. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“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. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, 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 tax examinations by major taxing authorities since inception. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company’s operations included those activities necessary to consummate an Initial Business Combination. As such, the Company deducted startup and operating costs for tax purposes. As there is uncertainty in regard to this approach, the Company recognized a reserve for uncertain tax positions on the balance sheet. At June 30, 2024 and December 31, 2023, the Company reported $955,617 on the balance sheet for this uncertainty. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. |
Risks and Uncertainties | Risks and Uncertainties The Company’s results of operations and ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and the Company’s ability to complete an Initial Business Combination. |
Inflation Reduction Act of 2022 | Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a 1% excise tax on the fair market value of stock repurchased by a publicly listed U.S. corporation beginning in 2023, subject to certain exceptions. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The U.S. Department of the Treasury (the “Treasury”) has been given authority to issue regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. It is unclear at this time how and to what extent the excise tax will apply to certain redemptions, but since the Company is a publicly listed Delaware corporation, it is a “covered corporation” within the meaning of the IR Act. Consequently, this excise tax may apply to certain redemptions of the Company’s public shares after December 31, 2022. Whether and to what extent the Company would be subject to the excise tax in connection with an Initial 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 Initial Business Combination, extension or otherwise, (ii) the structure of an Initial Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with an Initial Business Combination (or otherwise issued not in connection with an Initial Business Combination but issued within the same taxable year of an Initial 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 potentially reduce the per-share amount that the Company’s public stockholders would otherwise be entitled to receive upon redemption of their public shares, cause a reduction in the cash available on hand to complete an Initial Business Combination and hinder the Company’s ability to complete an Initial Business Combination. At June 30, 2024 the Company recognized an excise tax liability of $283,933 related to share redemptions. In accordance with ASC 340-10-S99-1, the liability does not impact the condensed statements of operations and is offset against accumulated deficit because additional paid-in capital is not available. |
Net (Loss) Income Per Common Stock | Net (Loss) Income Per Common Stock The Company has two classes of shares outstanding, which are referred to as redeemable Class A common stock and non-redeemable Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of common stock. Basic net (loss) income per share of common stock is calculated by dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net (loss) income per share is computed by dividing the net (loss) income attributable to common stockholders by the weighted-average number of common stock and potentially dilutive securities outstanding for the period. For the purposes of the diluted net (loss) income per share calculation the warrants to purchase common stock and the shares issuable in accordance with the Subscription Agreement are considered to be potentially dilutive securities pursuant to the treasury stock method. In order to determine the net (loss) income attributable to both the redeemable Class A common stock and the non-redeemable Class A common stock and Class B common stock, the Company first considered the total income allocable to both sets of shares. This is calculated using the total net (loss) income less any dividends paid. For purposes of calculating net (loss) income per share, any change to the redemption value of the redeemable Class A common stock is treated as a deemed dividend for the purposes of the numerator in the earnings per share calculation, as the redemption value approximates fair value. Additionally, the excise tax payable is treated as a deemed dividend as the activity of redeeming shares that generates the excise tax is done for the benefit of the redeemable Class A common stockholders. Subsequent to calculating the total income allocable to both sets of shares, the Company calculates the amount to be allocated pro rata between the redeemable Class A common stock and non-redeemable Class A common stock and Class B common stock for each of the periods presented. The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months June 30, For the Six Months June 30, 2024 2023 2024 2023 Net (loss) income, as reported $ (1,448,806 ) $ 2,405,303 $ (3,953,562 ) $ 2,484,055 Reconciliation items: Deemed dividend to redeemable Class A stockholders (69,989 ) (182,025 ) (428,645 ) (1,804,677 ) Allocation of net income, as adjusted $ (1,518,795 ) $ 2,223,278 $ (4,382,207 ) $ 679,378 For the Three Months Ended June 30, 2024 2023 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income attributable to common stockholders, as adjusted $ (435,560 ) $ (1,083,235 ) $ 1,217,499 $ 1,187,804 Allocation of accretion of temporary equity to redeemable Class A shares 69,989 — — — Allocation of net income (loss) $ 365,571 $ (1,083,235 ) $ 1,217,499 $ 1,187,804 Denominator: Weighted average common stock outstanding, basic and diluted 2,312,029 5,750,000 5,012,592 5,750,000 Basic and diluted net (loss) income per common share $ (0.16 ) $ (0.19 ) $ 0.24 $ 0.21 For the Six Months Ended June 30 2024 2023 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income attributable to common stockholders, as adjusted $ (1,258,303 ) $ (3,123,904 ) $ 2,121,092 $ 362,963 Allocation of accretion of temporary equity to redeemable Class A shares 428,645 — — — Allocation of net income $ (829,658 ) $ (3,123,904 ) $ 2,121,092 $ 362,963 Denominator: Weighted average common stock outstanding, basic and diluted 2,312,029 5,739,916 5,012,592 5,750,000 Basic and diluted net income (loss) per common share $ (0.36 ) $ (0.54 ) $ 0.42 $ 0.06 As of June 30, 2024, the outstanding warrants to purchase 17,900,000 shares of Class A common stock were excluded from the computation of diluted net income per share of common stock for the periods presented as the exercise price is greater than the average market price (out of the money) and their inclusion would be anti-dilutive under the treasury stock method. At June 30, 2024 and December 31, 2023, 1,320,000 and 935,000 shares of Class A common stock, respectively, that may be issued in association with the Subscription Agreement are excluded from diluted net income per share as the conditions for the issuance of the shares has not happened. Additionally, shares that might be issuable in relation to the proposed Business Combination are excluded from the diluted net income per share as the conditions for the issuance of the shares has not happened. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income Per Common Stock | The following table reflects the calculation of basic and diluted net income per share of common stock (in dollars, except per share amounts): For the Three Months June 30, For the Six Months June 30, 2024 2023 2024 2023 Net (loss) income, as reported $ (1,448,806 ) $ 2,405,303 $ (3,953,562 ) $ 2,484,055 Reconciliation items: Deemed dividend to redeemable Class A stockholders (69,989 ) (182,025 ) (428,645 ) (1,804,677 ) Allocation of net income, as adjusted $ (1,518,795 ) $ 2,223,278 $ (4,382,207 ) $ 679,378 For the Three Months Ended June 30, 2024 2023 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income attributable to common stockholders, as adjusted $ (435,560 ) $ (1,083,235 ) $ 1,217,499 $ 1,187,804 Allocation of accretion of temporary equity to redeemable Class A shares 69,989 — — — Allocation of net income (loss) $ 365,571 $ (1,083,235 ) $ 1,217,499 $ 1,187,804 Denominator: Weighted average common stock outstanding, basic and diluted 2,312,029 5,750,000 5,012,592 5,750,000 Basic and diluted net (loss) income per common share $ (0.16 ) $ (0.19 ) $ 0.24 $ 0.21 For the Six Months Ended June 30 2024 2023 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income attributable to common stockholders, as adjusted $ (1,258,303 ) $ (3,123,904 ) $ 2,121,092 $ 362,963 Allocation of accretion of temporary equity to redeemable Class A shares 428,645 — — — Allocation of net income $ (829,658 ) $ (3,123,904 ) $ 2,121,092 $ 362,963 Denominator: Weighted average common stock outstanding, basic and diluted 2,312,029 5,739,916 5,012,592 5,750,000 Basic and diluted net income (loss) per common share $ (0.36 ) $ (0.54 ) $ 0.42 $ 0.06 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Deficit | |
Class A Common Stock Subject to Possible Redemption | The redemption value for Class A Shares reflected on the balance sheets is reconciled on the following table: Shares Amount December 31, 2022 5,012,592 $ 50,125,920 Less: Redemption of Class A Shares (2,700,563 ) (28,393,290 ) Plus: Accretion of Class A common stock to redemption value — 2,272,693 December 31, 2023 2,312,029 $ 24,005,323 Plus: Accretion of Class A common stock to redemption value — 358,656 March 31, 2024 2,312,029 $ 24,363,979 Plus: Accretion of Class A common stock to redemption value — 69,989 June 30, 2024 2,312,029 $ 24,433,968 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and derivative liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. June 30, December 31 Level 2024 2023 Assets: Investment held in Trust Account 1 $ 25,089,733 $ 24,554,804 Liabilities: Public Warrants (1) 1 $ 920,000 $ 690,000 Private Placement Warrants (1, 2) 2 $ 512,000 $ 384,000 Working Capital Loan Conversion Option 3 $ — $ — Note Payable - Polar 3 $ 638,431 $ 346,353 (1) The Warrants are accounted for as liabilities in accordance with ASC 815 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. (2) Reclassified to level 2 on December 31, 2023 |
Changes in Fair Value of Financial Assets and Liabilities Classified as Level 3 | The following table presents the changes in the fair value of the Company’s financial assets and liabilities classified as Level 3: Note payable - Polar Working Capital Loan Conversion Option Fair value as of December 31, 2023 $ 346,353 $ — Initial value of the Working Capital Loan Conversion Option — — Change in fair value 225,394 — Fair value as of March 31, 2024 $ 571,747 $ — Change in fair value 66,684 — Fair value as of June 30, 2024 $ 638,431 $ — |
Key Inputs Into Models for Note Payable | The key inputs into the models for the Note Payable - Polar were as follows: Input June 30, 2024 December 31, 2023 Probability of an Initial Business Combination 50 % 40 % Risk-free rate 5.48 % 5.18 % Expected term (years) 0.25 0.58 Expected volatility De minimis De minimis Class A common stock price $ 10.70 $ 10.46 |
Organization and Plan of Busi_2
Organization and Plan of Business Operations, Summary (Details) | 6 Months Ended | ||||
Nov. 02, 2023 $ / shares shares | Oct. 07, 2021 USD ($) $ / shares shares | Oct. 04, 2021 $ / shares shares | Feb. 23, 2021 Business | Jun. 30, 2024 USD ($) $ / shares shares | |
Organization and Business Operations [Abstract] | |||||
Stock issued during period (in shares) | 50,000 | ||||
Share price (in dollars per share) | $ / shares | $ 10.1 | ||||
Share price (in dollars per share) | $ / shares | $ 3.13 | $ 12 | |||
Number of days prior in initial Business Combination | 2 days | ||||
Period to redeem public shares if business combination is not completed within Initial combination period | 10 days | ||||
Minimum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of operating businesses included in initial business combination | Business | 1 | ||||
Percentage of fair market value of target business to asset held in trust account | 80% | ||||
Percentage of voting interests acquired | 50% | ||||
Percentage of Public Shares restricted from redeeming without prior consent | 15% | ||||
Net tangible assets required for consummation of business combination | $ | $ 5,000,001 | ||||
Maximum [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Amount of interest to pay dissolution expenses | $ | $ 100,000 | ||||
Private Placement Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Warrants issued (in shares) | 6,400,000 | ||||
Share price (in dollars per share) | $ / shares | $ 1.5 | ||||
IPO [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Stock issued during period (in shares) | 23,000,000 | ||||
Proceeds from issuance or sale of equity | $ | $ 232,300,000 | ||||
IPO [Member] | Public Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of securities called by each Unit (in shares) | 0.5 | ||||
IPO [Member] | Private Placement Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 10.1 | ||||
Class A Common Stock [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | ||||
Share price (in dollars per share) | $ / shares | $ 0.0001 | ||||
Class A Common Stock [Member] | Public Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||||
Class A Common Stock [Member] | IPO [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Stock issued during period (in shares) | 23,000,000 | ||||
Number of securities called by each Unit (in shares) | 1 | ||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||
Class A Common Stock [Member] | IPO [Member] | Public Warrants [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 11.5 | ||||
Public Shares [Member] | |||||
Organization and Business Operations [Abstract] | |||||
Share price (in dollars per share) | $ / shares | $ 10.1 |
Organization and Plan of Busi_3
Organization and Plan of Business Operations, Early Redemptions Agreements (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||
Jul. 31, 2024 USD ($) Extension $ / shares shares | Dec. 20, 2023 shares | Nov. 03, 2023 USD ($) $ / shares shares | Oct. 31, 2023 shares | Oct. 24, 2023 USD ($) shares | Oct. 06, 2023 shares | Sep. 27, 2023 USD ($) $ / shares shares | Jul. 31, 2024 USD ($) $ / shares shares | Oct. 31, 2023 shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Nov. 02, 2023 $ / shares shares | Dec. 07, 2022 USD ($) shares | |
Early Redemption of Agreements [Abstract] | ||||||||||||||
Cash and marketable securities held in trust account | $ | $ 25,089,733 | $ 25,089,733 | $ 24,554,804 | |||||||||||
Stock conversion basis of Class B to Class A Ordinary shares at time of Business Combination | 1 | 1 | ||||||||||||
Conversion of common stock, shares converted (in shares) | 2,700,563 | |||||||||||||
Investments held in Trust Account | $ | 25,089,733 | $ 25,089,733 | $ 24,554,804 | |||||||||||
Number of shares transferred by new sponsor to non redemption holders (in shares) | 389,359 | |||||||||||||
Common stock, value, subscriptions | $ | $ 1,200,000 | $ 1,200,000 | ||||||||||||
Period of capital contribution repaid | 5 days | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 12 | $ 12 | $ 3.13 | |||||||||||
Common stock issued for each dollar of capital contribution (in shares) | 1 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Stock conversion basis of Class B to Class A Ordinary shares at time of Business Combination | 1 | |||||||||||||
Period of time for an extension to consummate business combination | 1 month | |||||||||||||
Advance notice prior to applicable termination date | 5 days | |||||||||||||
Subsequent Event [Member] | Newco Inc [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Number of times to extend period to consummate business combination | Extension | 2 | |||||||||||||
Minimum [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Net tangible assets required for consummation of business combination | $ | $ 5,000,001 | $ 5,000,001 | ||||||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Net tangible assets required for consummation of business combination | $ | $ 5,000,001 | $ 5,000,001 | ||||||||||||
Maximum [Member] | Subsequent Event [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Number of times to extend period to consummate business combination | Extension | 2 | |||||||||||||
Polar Multi Strategy Master Fund [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Common stock, value, subscriptions | $ | $ 1,200,000 | |||||||||||||
Period of capital contribution repaid | 5 days | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||||||
Common stock issued for each dollar of capital contribution (in shares) | 1 | |||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Number of warrants to be purchased (in shares) | 4,160,000 | |||||||||||||
Purchase Agreement [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Aggregate purchase price of common stock and warrants | $ | $ 16,288 | $ 16,288 | ||||||||||||
Purchase Agreement [Member] | Private Placement Warrants [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Aggregate purchase price of common stock and warrants | $ | $ 16,288 | |||||||||||||
Purchase Agreement [Member] | Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Number of warrants to be purchased (in shares) | 4,160,000 | 4,160,000 | 4,160,000 | |||||||||||
Class A Common Stock [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Temporary equity, shares outstanding (in shares) | 2,312,029 | 2,312,029 | 2,312,029 | 17,987,408 | ||||||||||
Cash and marketable securities held in trust account | $ | $ 51,200,000 | |||||||||||||
Common stock, redemption price per share (in dollars per share) | $ / shares | $ 10.57 | $ 10.57 | $ 10.38 | |||||||||||
Investments held in Trust Account | $ | $ 51,200,000 | |||||||||||||
Number of shares opted for non redemption (in shares) | 1,946,794 | |||||||||||||
Common Stock, shares outstanding (in shares) | 5,312,029 | 3,000,000 | 3,000,000 | 3,000,000 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Class A Common Stock [Member] | Newco Inc [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Number of shares transferred by new sponsor to non redemption holders (in shares) | 174,566 | 174,566 | ||||||||||||
Number of shares transferred by new sponsor to non redemption holders utilized extensions (in shares) | 232,750 | 232,750 | ||||||||||||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Temporary equity, shares outstanding (in shares) | 1,099,905 | 1,099,905 | ||||||||||||
Common stock, redemption price per share (in dollars per share) | $ / shares | $ 10.63 | $ 10.63 | ||||||||||||
Aggregate redemption amount | $ | $ 11,692,068 | $ 11,692,068 | ||||||||||||
Number of shares opted for non redemption (in shares) | 1,047,399 | 1,047,399 | ||||||||||||
Common Stock, shares outstanding (in shares) | 5,312,124 | 5,312,124 | ||||||||||||
Class A Common Stock [Member] | Subsequent Event [Member] | Newco Inc [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Number of shares transferred by new sponsor to non redemption holders (in shares) | 174,566 | 174,566 | ||||||||||||
Number of shares transferred by new sponsor to non redemption holders utilized extensions (in shares) | 232,750 | 232,750 | ||||||||||||
Class B Common Stock [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Temporary equity, shares outstanding (in shares) | 1,212,124 | 1,212,124 | ||||||||||||
Cash and marketable securities held in trust account | $ | $ 24,300,000 | |||||||||||||
Conversion of common stock, shares converted (in shares) | 3,000,000 | 3,000,000 | 4,100,000 | 3,000,000 | ||||||||||
Investments held in Trust Account | $ | $ 24,300,000 | |||||||||||||
Number of shares transferred by new sponsor to non redemption holders (in shares) | 389,359 | |||||||||||||
Common Stock, shares outstanding (in shares) | 2,750,000 | 2,739,916 | 2,739,916 | 2,739,916 | ||||||||||
Number of common shares submitted for no consideration to be cancelled (in shares) | 10,084 | |||||||||||||
Class B Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Temporary equity, shares outstanding (in shares) | 1,639,916 | 1,639,916 | ||||||||||||
Cash and marketable securities held in trust account | $ | $ 12,900,000 | $ 12,900,000 | ||||||||||||
Conversion of common stock, shares converted (in shares) | 4,100,000 | |||||||||||||
Investments held in Trust Account | $ | $ 12,900,000 | $ 12,900,000 | ||||||||||||
Common Stock, shares outstanding (in shares) | 1,639,916 | 1,639,916 | ||||||||||||
Class B Common Stock [Member] | Sponsor [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Number of common stock to be purchased (in shares) | 3,746,303 | |||||||||||||
Conversion of common stock, shares converted (in shares) | 3,000,000 | 3,000,000 | ||||||||||||
Class B Common Stock [Member] | Sponsor [Member] | Subsequent Event [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Conversion of common stock, shares converted (in shares) | 1,100,000 | 1,100,000 | ||||||||||||
Class B Common Stock [Member] | Purchase Agreement [Member] | Sponsor [Member] | ||||||||||||||
Early Redemption of Agreements [Abstract] | ||||||||||||||
Number of common stock to be purchased (in shares) | 3,746,303 | 3,746,303 | 3,746,303 | |||||||||||
Number of common shares transfer for no consideration (in shares) | 0.67 | |||||||||||||
Transfer price per share (in dollars per share) | $ / shares | $ 0.0043 |
Organization and Plan of Busi_4
Organization and Plan of Business Operations, Proposed Business Combination Agreement (Details) | 6 Months Ended | |||||||||||
Mar. 11, 2024 USD ($) Warrant $ / shares shares | Oct. 06, 2023 shares | Jun. 30, 2024 USD ($) $ / shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Nov. 02, 2023 $ / shares | Jun. 30, 2023 USD ($) | [1] | Mar. 31, 2023 USD ($) | [1] | Dec. 31, 2022 USD ($) | [1] | |
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Number of shares converted in a transaction (in shares) | shares | 2,700,563 | |||||||||||
Pre-money equity value | $ | $ (5,766,004) | $ (4,294,861) | $ (1,552,041) | $ (8,906,873) | $ (11,332,660) | $ (10,016,184) | ||||||
Share price (in dollars per share) | $ 12 | $ 3.13 | ||||||||||
Holding period for transfer, assignment or sale of founder shares | 1 year | |||||||||||
Threshold trading days | 20 days | |||||||||||
Threshold consecutive trading days | 30 days | |||||||||||
Period after initial business combination | 150 days | |||||||||||
Class A Common Stock [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Share price (in dollars per share) | $ 0.0001 | |||||||||||
Soule Support Agreement [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Percentage of equity interest | 15% | |||||||||||
Value of equity interest | $ | $ 100,000,000 | |||||||||||
GL Support Agreement [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Value of equity interest | $ | $ 50,000,000 | |||||||||||
Period of lock-up shares to be transferred 1 | 90 days | |||||||||||
Period of lock-up shares to be transferred 2 | 180 days | |||||||||||
Period of lock-up shares to be transferred 3 | 360 days | |||||||||||
Percentage of lock up shares | 90% | |||||||||||
Percentage of lock-up shares to be transferred 1 | 10% | |||||||||||
Percentage of lock-up shares to be transferred 2 | 30% | |||||||||||
Percentage of lock-up shares to be transferred 3 | 60% | |||||||||||
Minimum [Member] | Support Agreements [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Additional financing amount | $ | $ 50,000,000 | |||||||||||
NewCo [Member] | Sponsor Letter Agreement [Member] | Class A Common Stock [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Holding period for transfer, assignment or sale of founder shares | 12 months | |||||||||||
Threshold trading days | 20 days | |||||||||||
Threshold consecutive trading days | 30 days | |||||||||||
Period after initial business combination | 150 days | |||||||||||
NewCo [Member] | Minimum [Member] | Sponsor Letter Agreement [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Share price (in dollars per share) | $ 12 | |||||||||||
NewCo [Member] | Merger Sub 1 [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Number of shares converted in a transaction (in shares) | shares | 1 | |||||||||||
Warrants converted | Warrant | 1 | |||||||||||
NewCo [Member] | Merger Sub 1 [Member] | Class A Common Stock [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Number of shares converted in a transaction (in shares) | shares | 1 | |||||||||||
Common Stock, par value (in dollars per share) | $ 0.0001 | |||||||||||
XCF [Member] | GL Support Agreement [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Share price (in dollars per share) | $ 12 | |||||||||||
Threshold trading days | 20 days | |||||||||||
Threshold consecutive trading days | 30 days | |||||||||||
Period after initial business combination | 150 days | |||||||||||
XCF [Member] | Management Support Agreement [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Share price (in dollars per share) | $ 12 | |||||||||||
Holding period for transfer, assignment or sale of founder shares | 12 months | |||||||||||
Threshold trading days | 20 days | |||||||||||
Threshold consecutive trading days | 30 days | |||||||||||
Period after initial business combination | 150 days | |||||||||||
XCF [Member] | Merger Sub 2 [Member] | ||||||||||||
Proposed Business Combination Agreement [Abstract] | ||||||||||||
Pre-money equity value | $ | $ 1,750,000,000 | |||||||||||
Share price (in dollars per share) | $ 10 | |||||||||||
Business combination, termination period | 2 days | |||||||||||
[1]Revised to reflect a revision to previously issued financial statements as discussed in the Company’s Form 10-K as filed with the SEC on April 23, 2024. |
Organization and Plan of Busi_5
Organization and Plan of Business Operations, Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | May 02, 2024 | Mar. 12, 2024 | Feb. 26, 2024 | Nov. 03, 2023 | Jul. 31, 2023 | |
Going Concern [Abstract] | |||||||||
Cash | $ 50,205 | $ 50,205 | $ 631,337 | ||||||
Investments in liquid securities held | 25,089,733 | 25,089,733 | 24,554,804 | ||||||
Working capital deficit | 6,421,769 | 6,421,769 | |||||||
Proceeds from related party debt | 49,386 | $ 0 | |||||||
Related party transaction | 64,749 | ||||||||
Proceeds from note payable - Sponsor | 100,000 | $ 0 | |||||||
Note Payable - Polar [Member] | |||||||||
Going Concern [Abstract] | |||||||||
Related party transaction | $ 100,000 | $ 250,000 | $ 850,000 | ||||||
Proceeds from note payable - Sponsor | 1,200,000 | 1,200,000 | $ 850,000 | ||||||
Promissory Note [Member] | |||||||||
Going Concern [Abstract] | |||||||||
Proceeds from related party debt | 25,000 | ||||||||
Related party transaction | 563,009 | 563,009 | |||||||
Principal amount | $ 988,402 | 988,402 | $ 1,052,644 | ||||||
Sponsor [Member] | Convertible Promissory Notes [Member] | |||||||||
Going Concern [Abstract] | |||||||||
Proceeds from note payable - Sponsor | $ 100,000 | ||||||||
Sponsor [Member] | Convertible Promissory Notes [Member] | Maximum [Member] | |||||||||
Going Concern [Abstract] | |||||||||
Principal amount | $ 500,000 |
Significant Accounting Polici_4
Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 50,205 | $ 631,337 |
Significant Accounting Polici_5
Significant Accounting Policies, Stock Based Compensation (Details) - USD ($) | 6 Months Ended | |
Nov. 02, 2023 | Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | ||
Holding period for transfer, assignment or sale of founder shares | 1 year | |
Share price (in dollars per share) | $ 3.13 | $ 12 |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Period after initial business combination | 150 days | |
Aggregate purchase price | $ 156,500 | |
Aggregate purchase price (in shares) | 50,000 | |
Proceeds from issuance of common stock | $ 200,000,000 | |
Excess of fair value to be received | $ 156,300 |
Significant Accounting Polici_6
Significant Accounting Policies, Related Party Promissory Note and Non-Redemption Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Nov. 02, 2023 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Feb. 26, 2024 | Oct. 06, 2023 | Jul. 31, 2023 | Nov. 01, 2022 | |
Promissory Note Related Party [Abstract] | |||||||||
Gain on extinguishment of debt | $ 988,402 | ||||||||
Working capital loan option | $ 0 | 0 | |||||||
Related party transaction | 64,749 | ||||||||
Termination of debt | $ 335,259 | ||||||||
Notes Payable, Related Party, Type [Extensible Enumeration] | Sponsor [Member] | ||||||||
Due to related party | 27,500 | 64,750 | |||||||
Repayment of related party debt | $ 64,749 | 86,636 | $ 300,000 | ||||||
Non-Redemption Agreement [Abstract] | |||||||||
Fair value of non-redemption agreements | $ 1,230,000 | ||||||||
Number of class B common stock transferred by new sponsor to non redemption holders (in shares) | 389,359 | ||||||||
Common Class B [Member] | |||||||||
Non-Redemption Agreement [Abstract] | |||||||||
Number of class B common stock transferred by new sponsor to non redemption holders (in shares) | 389,359 | ||||||||
Sponsor [Member] | |||||||||
Promissory Note Related Party [Abstract] | |||||||||
Principal amount | $ 1,500,000 | ||||||||
Conversion price per share (in dollars per share) | $ 1.5 | ||||||||
Promissory Note [Member] | |||||||||
Promissory Note Related Party [Abstract] | |||||||||
Principal amount | 988,402 | $ 1,052,644 | |||||||
Related party transaction | $ 563,009 | ||||||||
Promissory Note [Member] | Sponsor [Member] | |||||||||
Promissory Note Related Party [Abstract] | |||||||||
Principal amount | $ 500,000 | 1,052,644 | |||||||
Conversion price per share (in dollars per share) | $ 1.5 | ||||||||
Related party transaction | $ 400,009 |
Significant Accounting Polici_7
Significant Accounting Policies, Note Payable to Polar (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
May 02, 2024 | Mar. 12, 2024 | Nov. 03, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Note Payable to Polar [Abstract] | |||||||||
Common stock, value, subscriptions | $ 1,200,000 | $ 1,200,000 | |||||||
Period of capital contribution repaid | 5 days | ||||||||
Common stock issued for each dollar of capital contribution (in shares) | 1 | ||||||||
Proceeds from note payable | $ 100,000 | $ 0 | |||||||
Change in fair value of note payable | (14,336) | $ 0 | (110,322) | $ 0 | |||||
Borrowings | $ 64,749 | ||||||||
Note Payable - Polar [Member] | |||||||||
Note Payable to Polar [Abstract] | |||||||||
Proceeds from note payable | 1,200,000 | 1,200,000 | 850,000 | ||||||
Fair value | $ 52,348 | $ 129,408 | $ 259,149 | $ 638,431 | $ 571,747 | 638,431 | 346,353 | ||
Change in fair value of note payable | $ (95,986) | $ (14,336) | $ (87,204) | ||||||
Borrowings | 100,000 | 250,000 | 850,000 | ||||||
Discount to Fair Value (Equity) | $ 47,652 | $ 120,592 | $ 590,851 |
Significant Accounting Polici_8
Significant Accounting Policies, Capital Market Advisors (Details) | Jun. 30, 2024 USD ($) |
Capital Market Advisors [Abstract] | |
Value of shares issuable | $ 312,600 |
Additional capital market advisor liability | $ 3,500,000 |
Percentage of deferred CMA fees | 4% |
Significant Accounting Polici_9
Significant Accounting Policies, Class A Common Stock Subject to Possible Redemption (Details) - shares | 1 Months Ended | 6 Months Ended | |||||||
Jul. 31, 2024 | Nov. 02, 2023 | Oct. 24, 2023 | Oct. 06, 2023 | Oct. 04, 2021 | Jul. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 07, 2022 | |
Class A Common Stock Subject to Possible Redemption [Abstract] | |||||||||
Stock issued during period (in shares) | 50,000 | ||||||||
Conversion of common stock, shares converted (in shares) | 2,700,563 | ||||||||
IPO [Member] | |||||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||||||||
Stock issued during period (in shares) | 23,000,000 | ||||||||
Common Class A [Member] | |||||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||||||||
Common stock, subject to possible redemption (in shares) | 2,312,029 | 2,312,029 | 17,987,408 | ||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||||||||
Common stock, subject to possible redemption (in shares) | 1,099,905 | 1,099,905 | |||||||
Common Class A [Member] | IPO [Member] | |||||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||||||||
Common stock, subject to possible redemption (in shares) | 5,012,592 | ||||||||
Stock issued during period (in shares) | 23,000,000 | ||||||||
Common Class B [Member] | |||||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||||||||
Common stock, subject to possible redemption (in shares) | 1,212,124 | ||||||||
Conversion of common stock, shares converted (in shares) | 3,000,000 | 3,000,000 | 4,100,000 | 3,000,000 | |||||
Common Class B [Member] | Subsequent Event [Member] | |||||||||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||||||||
Common stock, subject to possible redemption (in shares) | 1,639,916 | 1,639,916 | |||||||
Conversion of common stock, shares converted (in shares) | 4,100,000 |
Significant Accounting Polic_10
Significant Accounting Policies, Purchase of Shares by Sponsor (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Nov. 02, 2023 | Sep. 27, 2023 | |
Sponsor [Member] | Common Class B [Member] | |||
Purchase of Shares by New Sponsor [Abstract] | |||
Number of common stock to be purchased (in shares) | 3,746,303 | ||
Private Placement Warrants [Member] | Sponsor [Member] | |||
Purchase of Shares by New Sponsor [Abstract] | |||
Number of warrants to be purchased (in shares) | 4,160,000 | ||
Purchase Agreement [Member] | |||
Purchase of Shares by New Sponsor [Abstract] | |||
Aggregate purchase price of common stock and warrants | $ 16,288 | ||
Purchase Agreement [Member] | Sponsor [Member] | Common Class B [Member] | |||
Purchase of Shares by New Sponsor [Abstract] | |||
Number of common stock to be purchased (in shares) | 3,746,303 | 3,746,303 | |
Purchase Agreement [Member] | Private Placement Warrants [Member] | |||
Purchase of Shares by New Sponsor [Abstract] | |||
Aggregate purchase price of common stock and warrants | $ 16,288 | ||
Purchase Agreement [Member] | Private Placement Warrants [Member] | Common Class B [Member] | |||
Purchase of Shares by New Sponsor [Abstract] | |||
Fair value of warrants acquired | $ 11,892,328 | ||
Excess value of warrants acquired | $ 11,876,040 | ||
Purchase Agreement [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||
Purchase of Shares by New Sponsor [Abstract] | |||
Number of warrants to be purchased (in shares) | 4,160,000 | 4,160,000 |
Significant Accounting Polic_11
Significant Accounting Policies, Income Taxes and Inflation Reduction Act of 2022 (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Income Taxes [Abstract] | ||
Unrecognized tax benefits | $ 0 | $ 0 |
Accrued for interest and penalties | 0 | 0 |
FIN 48 tax liability | 955,617 | 955,617 |
Inflation Reduction Act of 2022 [Abstract] | ||
Excise tax liability | $ 283,933 | $ 283,933 |
Significant Accounting Polic_12
Significant Accounting Policies, Net (Loss) Income Per Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | [1] | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | ||
Net Income Per Common Stock [Abstract] | |||||||||
Net (loss) income, as reported | $ (1,448,806) | $ (2,504,756) | $ 2,405,303 | [1] | $ 78,752 | $ (3,953,562) | $ 2,484,055 | ||
Deemed dividend to redeemable Class A stockholders | (69,989) | (182,025) | (428,645) | (1,804,677) | |||||
Allocation of net income, as adjusted | (1,518,795) | 2,223,278 | (4,382,207) | 679,378 | |||||
Numerator [Abstract] | |||||||||
Allocation of net (loss) income attributable to common stockholders, as adjusted | (1,518,795) | 2,223,278 | (4,382,207) | 679,378 | |||||
Redeemable Class A Common Stock [Member] | |||||||||
Net Income Per Common Stock [Abstract] | |||||||||
Allocation of net income, as adjusted | (435,560) | 1,217,499 | (1,258,303) | 2,121,092 | |||||
Numerator [Abstract] | |||||||||
Allocation of net (loss) income attributable to common stockholders, as adjusted | (435,560) | 1,217,499 | (1,258,303) | 2,121,092 | |||||
Allocation of accretion of temporary equity to redeemable Class A shares | 69,989 | 0 | 428,645 | 0 | |||||
Allocation of net income (loss) | $ 365,571 | $ 1,217,499 | $ (829,658) | $ 2,121,092 | |||||
Denominator, Basic [Abstract] | |||||||||
Basic weighted average common stock outstanding (in shares) | 2,312,029 | 5,012,592 | 2,312,029 | 5,012,592 | |||||
Basic net income (loss) per common share (in dollars per share) | $ (0.16) | $ 0.24 | $ (0.36) | $ 0.42 | |||||
Denominator, Diluted [Abstract] | |||||||||
Diluted weighted average common stock outstanding (in shares) | 2,312,029 | 5,012,592 | 2,312,029 | 5,012,592 | |||||
Diluted net income (loss) per common share (in dollars per share) | $ (0.16) | $ 0.24 | $ (0.36) | $ 0.42 | |||||
Shares association with subscription agreement that may be issued in future (in shares) | 1,320,000 | 1,320,000 | 935,000 | ||||||
Redeemable Class A Common Stock [Member] | Warrants to Purchase Shares of Class A Common Stock [Member] | |||||||||
Denominator, Diluted [Abstract] | |||||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 17,900,000 | ||||||||
Non-redeemable Class A and Class B [Member] | |||||||||
Net Income Per Common Stock [Abstract] | |||||||||
Allocation of net income, as adjusted | $ (1,083,235) | $ 1,187,804 | $ (3,123,904) | $ 362,963 | |||||
Numerator [Abstract] | |||||||||
Allocation of net (loss) income attributable to common stockholders, as adjusted | (1,083,235) | 1,187,804 | (3,123,904) | 362,963 | |||||
Allocation of accretion of temporary equity to redeemable Class A shares | 0 | 0 | 0 | 0 | |||||
Allocation of net income (loss) | $ (1,083,235) | $ 1,187,804 | $ (3,123,904) | $ 362,963 | |||||
Denominator, Basic [Abstract] | |||||||||
Basic weighted average common stock outstanding (in shares) | 5,750,000 | 5,750,000 | 5,739,916 | 5,750,000 | |||||
Basic net income (loss) per common share (in dollars per share) | $ (0.19) | $ 0.21 | $ (0.54) | $ 0.06 | |||||
Denominator, Diluted [Abstract] | |||||||||
Diluted weighted average common stock outstanding (in shares) | 5,750,000 | 5,750,000 | 5,739,916 | 5,750,000 | |||||
Diluted net income (loss) per common share (in dollars per share) | $ (0.19) | $ 0.21 | $ (0.54) | $ 0.06 | |||||
[1]Revised to reflect a revision to previously issued financial statements as discussed in the Company’s Form 10-K as filed with the SEC on April 23, 2024. |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) | 1 Months Ended | 6 Months Ended | ||||||||||
Jul. 31, 2024 shares | Nov. 02, 2023 USD ($) Director $ / shares shares | Oct. 31, 2023 shares | Oct. 24, 2023 shares | Oct. 06, 2023 shares | Oct. 07, 2021 USD ($) $ / shares shares | Oct. 06, 2021 $ / shares shares | Oct. 04, 2021 $ / shares shares | Jul. 31, 2024 shares | Oct. 31, 2023 shares | Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares | |
Founder Shares [Abstract] | ||||||||||||
Aggregate purchase price (in shares) | 50,000 | |||||||||||
Aggregate purchase price | $ | $ 156,500 | |||||||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||||||||||
Share price (in dollars per share) | $ / shares | $ 3.13 | $ 12 | ||||||||||
Threshold trading days | 20 days | |||||||||||
Threshold consecutive trading days | 30 days | |||||||||||
Conversion of Class B shares to Class A shares (in shares) | 2,700,563 | |||||||||||
Initial Public Offering [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Aggregate purchase price (in shares) | 23,000,000 | |||||||||||
Private Placement Warrants [Member] | Initial Public Offering [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 10.1 | |||||||||||
Common Class B [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Number of directors | Director | 2 | |||||||||||
Conversion of Class B shares to Class A shares (in shares) | 3,000,000 | 3,000,000 | 4,100,000 | 3,000,000 | ||||||||
Common Class B [Member] | Subsequent Event [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Conversion of Class B shares to Class A shares (in shares) | 4,100,000 | |||||||||||
Common Class A [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Common Class A [Member] | Initial Public Offering [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Aggregate purchase price (in shares) | 23,000,000 | |||||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||||
Founder Shares [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.004 | |||||||||||
Aggregate purchase price | $ | $ 25,000 | |||||||||||
Investment of cash in trust account | $ | $ 25,000 | |||||||||||
Ownership interest, as converted percentage | 20% | |||||||||||
Number of sale of stock transaction (in shares) | 1,450,758 | |||||||||||
Percentage of initial shares purchased by the investors | 100% | |||||||||||
Fair value of common stock | $ | $ 9,300,000 | |||||||||||
Fair value of common stock per share value (in dollars per share) | $ / shares | $ 6.4 | |||||||||||
Excess of fair value of common stock over the purchase price | $ | $ 5,803 | |||||||||||
Deemed issuance costs per share (in dollars per share) | $ / shares | $ 0.004 | |||||||||||
Financial liabilities fair value disclosure | $ | $ 600,000 | |||||||||||
Founder Shares [Member] | Initial Public Offering [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Aggregate purchase price (in shares) | 22,980,000 | |||||||||||
Founder Shares [Member] | Initial Public Offering [Member] | Maximum [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Percentage of units purchased in the Initial Public Offering | 9.90% | |||||||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Aggregate purchase price (in shares) | 5,750,000 | |||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||
Founder Shares [Member] | Common Class A [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Percentage of public shares to be redeemed In case business combination is not consummated | 100% | |||||||||||
Holding period for transfer, assignment or sale of Founder Shares | 1 year | |||||||||||
Threshold trading days | 20 days | |||||||||||
Threshold consecutive trading days | 30 days | |||||||||||
Threshold period after initial Business Combination | 150 days | |||||||||||
Founder Shares [Member] | Common Class A [Member] | Minimum [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Share price (in dollars per share) | $ / shares | $ 12 | |||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Number of warrants to be purchased (in shares) | 4,160,000 | |||||||||||
Sponsor [Member] | Common Class B [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Number of common stock to be purchased (in shares) | 3,746,303 | |||||||||||
Number of shares transferred to directors (in shares) | 50,000 | |||||||||||
Conversion of Class B shares to Class A shares (in shares) | 3,000,000 | 3,000,000 | ||||||||||
Sponsor [Member] | Common Class B [Member] | Subsequent Event [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Conversion of Class B shares to Class A shares (in shares) | 1,100,000 | 1,100,000 | ||||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||||
Founder Shares [Abstract] | ||||||||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.004 | |||||||||||
Number of sale of stock transaction (in shares) | 1,450,758 |
Related Party Transactions, Pri
Related Party Transactions, Private Placement Warrants and Indemnity (Details) - USD ($) | 6 Months Ended | |
Oct. 07, 2021 | Jun. 30, 2024 | |
Private Placement Warrants [Abstract] | ||
Share price (in dollars per share) | $ 10.1 | |
Common Class A [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | |
Initial Public Offering [Member] | Common Class A [Member] | ||
Private Placement Warrants [Abstract] | ||
Exercise price of warrants (in dollars per share) | $ 11.5 | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of warrants issued (in shares) | 6,400,000 | |
Share price (in dollars per share) | $ 1.5 | |
Proceeds from private placement of warrants | $ 9,600,000 | |
Proceeds from private placement warrant designated for operation use | $ 2,300,000 | |
Period after completion of initial business combination | 30 days | |
Private Placement Warrants [Member] | Common Class A [Member] | ||
Private Placement Warrants [Abstract] | ||
Number of shares issued upon exercise of warrant (in shares) | 1 |
Related Party Transactions, Con
Related Party Transactions, Convertible Promissory Notes (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Feb. 26, 2024 | Nov. 01, 2022 | |
Convertible Promissory Note [Abstract] | |||||
Capital deemed contribution | $ 49,386 | $ 0 | |||
Balance outstanding | $ 100,000 | $ 0 | |||
Sponsor [Member] | |||||
Convertible Promissory Note [Abstract] | |||||
Debt instrument, face amount | $ 1,500,000 | ||||
Conversion price per share (in dollars per share) | $ 1.5 | ||||
Capital deemed contribution | $ 988,402 | ||||
Sponsor [Member] | Convertible Promissory Notes [Member] | |||||
Convertible Promissory Note [Abstract] | |||||
Debt instrument, face amount | $ 1,500,000 | ||||
Conversion price per share (in dollars per share) | $ 1.5 | ||||
Sponsor [Member] | Convertible Promissory Notes [Member] | Maximum [Member] | |||||
Convertible Promissory Note [Abstract] | |||||
Debt instrument, face amount | $ 500,000 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Services Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Oct. 07, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Administrative Services Agreement [Abstract] | |||||
Administrative support fees | $ 1,370,395 | $ 177,949 | $ 4,016,639 | $ 603,635 | |
Administrative Services Agreement [Member] | |||||
Administrative Services Agreement [Abstract] | |||||
Administrative support fees | $ 0 | $ 0 | $ 0 | $ 45,000 | |
Sponsor [Member] | Administrative Services Agreement [Member] | |||||
Administrative Services Agreement [Abstract] | |||||
Monthly related party fee | $ 15,000 |
Stockholders' Deficit, Preferre
Stockholders' Deficit, Preferred Stock (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred Stock [Abstract] | ||
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders' Deficit, Common S
Stockholders' Deficit, Common Stock (Details) | 1 Months Ended | 6 Months Ended | |||||
Oct. 31, 2023 shares | Oct. 24, 2023 shares | Oct. 06, 2023 shares | Jul. 31, 2024 shares | Oct. 31, 2023 shares | Jun. 30, 2024 Vote $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Common Stock [Abstract] | |||||||
Stock conversion basis of Class B to Class A Ordinary shares at time of Initial Business Combination | 1 | 1 | |||||
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20% | ||||||
Conversion of Class B shares to Class A shares (in shares) | 2,700,563 | ||||||
Class A Common Stock [Member] | |||||||
Common Stock [Abstract] | |||||||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class B Common Stock [Member] | |||||||
Common Stock [Abstract] | |||||||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of votes per share | Vote | 1 | ||||||
Conversion of Class B shares to Class A shares (in shares) | 3,000,000 | 3,000,000 | 4,100,000 | 3,000,000 | |||
Sponsor [Member] | Class B Common Stock [Member] | |||||||
Common Stock [Abstract] | |||||||
Conversion of Class B shares to Class A shares (in shares) | 3,000,000 | 3,000,000 |
Stockholders' Deficit, Redempti
Stockholders' Deficit, Redemption Value for Class A Shares Reconciled (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Class A Common Stock Subject to Possible Redemption [Abstract] | |||
Beginning balance | $ 24,005,323 | ||
Ending balance | $ 24,433,968 | $ 24,005,323 | |
Class A Common Stock [Member] | |||
Class A Common Stock Subject to Possible Redemption [Abstract] | |||
Beginning balance | $ 24,363,979 | $ 24,005,323 | $ 50,125,920 |
Beginning balance (in shares) | 2,312,029 | 2,312,029 | 5,012,592 |
Redemption of Class A Shares | $ (28,393,290) | ||
Redemption of Class A Shares (in shares) | (2,700,563) | ||
Accretion of Class A common stock to redemption value | $ 69,989 | $ 358,656 | $ 2,272,693 |
Ending balance | $ 24,433,968 | $ 24,363,979 | $ 24,005,323 |
Ending balance (in shares) | 2,312,029 | 2,312,029 | 2,312,029 |
Stockholders' Deficit, Warrants
Stockholders' Deficit, Warrants (Details) - $ / shares | 6 Months Ended | ||||
Jun. 30, 2024 | Dec. 31, 2023 | Nov. 02, 2023 | Oct. 07, 2021 | Oct. 04, 2021 | |
Class of Stock [Line Items] | |||||
Period to exercise warrants after initial business combination | 30 days | ||||
Period to exercise warrants after closing of Initial Public Offering | 12 months | ||||
Period for registration statement to become effective | 60 days | ||||
Expiration period of warrants | 5 years | ||||
Period to file registration statement after initial Business Combination | 20 days | ||||
Share price (in dollars per share) | $ 12 | $ 3.13 | |||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||||
Class of Stock [Line Items] | |||||
Percentage multiplier | 115% | ||||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant redemption price (in dollars per unit) | $ 0.01 | ||||
Notice period to redeem warrants | 30 days | ||||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Redemption period | 30 days | ||||
Percentage multiplier | 180% | ||||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $ 18 | ||||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant redemption price (in dollars per unit) | $ 0.1 | ||||
Notice period to redeem warrants | 30 days | ||||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $ 10 | ||||
Minimum [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||||
Class of Stock [Line Items] | |||||
Aggregate gross proceeds from issuance as a percentage of total equity proceeds | 60% | ||||
Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 11,500,000 | ||||
Private Placement Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding (in shares) | 6,400,000 | ||||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $ 0.0001 | ||||
Trading day period to calculate volume weighted average trading price | 10 days | ||||
Number of shares issued upon exercise of warrant (in shares) | 0.361 | ||||
Common Class A [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||||
Class of Stock [Line Items] | |||||
Percentage multiplier | 100% | ||||
Common Class A [Member] | Maximum [Member] | Additional Issue of Common Stock or Equity-Linked Securities [Member] | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $ 9.2 | ||||
Common Class A [Member] | Minimum [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | 18 | ||||
Common Class A [Member] | Minimum [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||||
Class of Stock [Line Items] | |||||
Share price (in dollars per share) | $ 10 | ||||
Common Class A [Member] | Public Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||||
Common Class A [Member] | Private Placement Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued upon exercise of warrant (in shares) | 1 |
Fair Value Measurements, Assets
Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | |
Liabilities [Abstract] | |||
Derivative Liability | $ 1,432,000 | $ 1,074,000 | |
Level 1 [Member] | Recurring [Member] | |||
Assets [Abstract] | |||
Investment held in Trust Account | 25,089,733 | 24,554,804 | |
Level 1 [Member] | Recurring [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Derivative Liability | [1] | 920,000 | 690,000 |
Level 2 [Member] | Recurring [Member] | Private Placement Warrants [Member] | |||
Liabilities [Abstract] | |||
Derivative Liability | [1],[2] | 512,000 | 384,000 |
Level 3 [Member] | Recurring [Member] | Working Capital Loan Conversion Option [Member] | |||
Liabilities [Abstract] | |||
Derivative Liability | 0 | 0 | |
Level 3 [Member] | Recurring [Member] | Note Payable - Polar [Member] | |||
Liabilities [Abstract] | |||
Derivative Liability | $ 638,431 | $ 346,353 | |
[1]The Warrants are accounted for as liabilities in accordance with ASC 815 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations.[2]Reclassified to level 2 on December 31, 2023 |
Fair Value Measurements, Change
Fair Value Measurements, Changes in the Fair Value of Financial Assets and Liabilities Classified as Level 3 (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | |
Private Placement Warrants [Member] | |||
Warrant Liability [Abstract] | |||
Reclassification to Level 2 | $ 0 | ||
Note Payable - Polar [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, beginning of period | $ 571,747 | $ 346,353 | 346,353 |
Initial value of Working Capital Loan Conversion Option | 0 | ||
Change in fair value | $ 66,684 | $ 225,394 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | |
Fair value, end of period | $ 638,431 | $ 571,747 | 638,431 |
Working Capital Loan Conversion Option [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value, beginning of period | 0 | 0 | 0 |
Initial value of Working Capital Loan Conversion Option | 0 | ||
Change in fair value | $ 0 | $ 0 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | Fair Value Adjustment of Warrants | |
Fair value, end of period | $ 0 | $ 0 | 0 |
Promissory Note [Member] | Maximum [Member] | |||
Promissory Note [Abstract] | |||
Principal amount | $ 1,500,000 | $ 1,500,000 |
Fair Value Measurements, Key In
Fair Value Measurements, Key Inputs Into Models for Note Payable (Details) - Note Payable - Polar [Member] | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Expected term (years) | 3 months | 6 months 29 days |
Probability of initial Business Combination [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 0.50 | 0.40 |
Risk-Free Rate [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 0.0548 | 0.0518 |
Class A Common Stock Price [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative Liability, Measurement Input | 10.7 | 10.46 |
Commitments (Details)
Commitments (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 USD ($) Number | Dec. 31, 2023 USD ($) | |
Registration Rights [Abstract] | ||
Number of demands that can be made | Number | 3 | |
Underwriters Agreement [Abstract] | ||
Underwriting fee discount percentage | 2% | |
Underwriting discount | $ 4.6 | |
Deferred underwriting fee percentage | 3.50% | |
Deferred underwriting fees | $ 8.1 | |
Gain recognized from waiver of underwriting discount | $ 8.1 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 6 Months Ended | |||||||
Jul. 31, 2024 USD ($) Extension $ / shares shares | Oct. 31, 2023 shares | Oct. 24, 2023 USD ($) shares | Oct. 06, 2023 shares | Jul. 31, 2024 USD ($) $ / shares shares | Oct. 31, 2023 shares | Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 07, 2022 USD ($) shares | |
Subsequent Event [Abstract] | |||||||||
Number of shares transferred by new sponsor to non redemption holders (in shares) | 389,359 | ||||||||
Number of shares converted in a transaction (in shares) | 2,700,563 | ||||||||
Investments held in Trust Account | $ | $ 25,089,733 | $ 24,554,804 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Period of time for an extension to consummate business combination | 1 month | ||||||||
Advance notice prior to applicable termination date | 5 days | ||||||||
Subsequent Event [Member] | Newco Inc [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Number of times to extend period to consummate business combination | Extension | 2 | ||||||||
Minimum [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Net tangible assets required for consummation of business combination | $ | $ 5,000,001 | ||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Net tangible assets required for consummation of business combination | $ | $ 5,000,001 | $ 5,000,001 | |||||||
Maximum [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Number of times to extend period to consummate business combination | Extension | 2 | ||||||||
Common Class A [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Temporary equity, shares outstanding (in shares) | 2,312,029 | 2,312,029 | 17,987,408 | ||||||
Common stock, redemption price per share (in dollars per share) | $ / shares | $ 10.57 | $ 10.38 | |||||||
Number of shares opted for non redemption (in shares) | 1,946,794 | ||||||||
Investments held in Trust Account | $ | $ 51,200,000 | ||||||||
Common Stock, shares outstanding (in shares) | 5,312,029 | 3,000,000 | 3,000,000 | ||||||
Common Class A [Member] | Newco Inc [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Number of shares transferred by new sponsor to non redemption holders (in shares) | 174,566 | 174,566 | |||||||
Number of Shares Transferred by New Sponsor to Non Redemption Holders Utilized Extensions (in shares) | 232,750 | 232,750 | |||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Temporary equity, shares outstanding (in shares) | 1,099,905 | 1,099,905 | |||||||
Common stock, redemption price per share (in dollars per share) | $ / shares | $ 10.63 | $ 10.63 | |||||||
Aggregate redemption amount | $ | $ 11,692,068 | $ 11,692,068 | |||||||
Number of shares opted for non redemption (in shares) | 1,047,399 | 1,047,399 | |||||||
Common Stock, shares outstanding (in shares) | 5,312,124 | 5,312,124 | |||||||
Common Class A [Member] | Subsequent Event [Member] | Newco Inc [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Number of shares transferred by new sponsor to non redemption holders (in shares) | 174,566 | 174,566 | |||||||
Number of Shares Transferred by New Sponsor to Non Redemption Holders Utilized Extensions (in shares) | 232,750 | 232,750 | |||||||
Common Class B [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Temporary equity, shares outstanding (in shares) | 1,212,124 | ||||||||
Number of shares transferred by new sponsor to non redemption holders (in shares) | 389,359 | ||||||||
Number of shares converted in a transaction (in shares) | 3,000,000 | 3,000,000 | 4,100,000 | 3,000,000 | |||||
Investments held in Trust Account | $ | $ 24,300,000 | ||||||||
Common Stock, shares outstanding (in shares) | 2,750,000 | 2,739,916 | 2,739,916 | ||||||
Common Class B [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Temporary equity, shares outstanding (in shares) | 1,639,916 | 1,639,916 | |||||||
Number of shares converted in a transaction (in shares) | 4,100,000 | ||||||||
Investments held in Trust Account | $ | $ 12,900,000 | $ 12,900,000 | |||||||
Common Stock, shares outstanding (in shares) | 1,639,916 | 1,639,916 | |||||||
Common Class B [Member] | Investor [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Number of shares converted in a transaction (in shares) | 3,000,000 | 3,000,000 | |||||||
Common Class B [Member] | Investor [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Abstract] | |||||||||
Number of shares converted in a transaction (in shares) | 1,100,000 | 1,100,000 |