Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Cover [Abstract] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | Focus Impact Acquisition Corp. |
Entity Central Index Key | 0001854480 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 224,394 | $ 1,426,006 |
Restricted Cash | 75,773 | 0 |
Income tax receivable | 13,937 | 0 |
Prepaid expenses | 4,091 | 367,169 |
Total current asset | 318,195 | 1,793,175 |
Cash and Investment held in Trust Account | 62,418,210 | 237,038,010 |
Total assets | 62,736,405 | 238,831,185 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,408,080 | 1,001,990 |
Due to Sponsor | 240,000 | 120,000 |
Franchise taxes payable | 40,030 | 63,283 |
Income taxes payable | 0 | 645,442 |
Excise tax payable | 2,235,006 | 0 |
Redemption payable | 43,640,022 | 0 |
Promissory note - related party | 1,875,000 | 0 |
Total current liabilities | 52,438,138 | 1,830,715 |
Warrant liability | 454,000 | 1,135,000 |
Marketing agreement | 150,000 | 150,000 |
Deferred underwriting fee | 0 | 8,650,000 |
Total liabilities | 53,042,138 | 11,765,715 |
Commitments and Contingencies (Note 6) | ||
Class A common stock subject to possible redemption, 1,717,578 and 23,000,000 shares at redemption value of $10.98 and 10.31 per share as of December 31, 2023 and 2022, respectively | 18,853,961 | 237,020,680 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (9,160,269) | (9,955,785) |
Total stockholders' deficit | (9,159,694) | (9,955,210) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit | $ 62,736,405 | $ 238,831,185 |
Related Party [Member] | ||
Current liabilities: | ||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Due to Sponsor | Due to Sponsor |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | Promissory note - related party | Promissory note - related party |
Class A Common Stock [Member] | ||
Current assets: | ||
Cash and Investment held in Trust Account | $ 0 | |
Current liabilities: | ||
Excise tax payable | 2,235,006 | |
Class A common stock subject to possible redemption, 1,717,578 and 23,000,000 shares at redemption value of $10.98 and 10.31 per share as of December 31, 2023 and 2022, respectively | 18,853,961 | $ 237,020,680 |
Stockholders' Deficit: | ||
Common stock - $0.0001 par value | 500 | 0 |
Class B Common Stock [Member] | ||
Stockholders' Deficit: | ||
Common stock - $0.0001 par value | $ 75 | $ 575 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 29, 2023 | Apr. 25, 2023 | Dec. 31, 2022 |
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 issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Class A Common Stock [Member] | ||||
Liabilities and Stockholders' Deficit | ||||
Common stock subject to possible redemption (in shares) | 1,717,578 | 3,985,213 | 21,282,422 | 23,000,000 |
Common stock, redemption price per share (in dollars per share) | $ 10.98 | $ 10.95 | $ 10.4 | $ 10.31 |
Stockholders' Deficit: | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | ||
Common stock, shares issued (in shares) | 5,000,000 | 0 | ||
Common stock, shares outstanding (in shares) | 5,000,000 | 0 | ||
Class B Common Stock [Member] | ||||
Stockholders' Deficit: | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||
Common stock, shares issued (in shares) | 750,000 | 5,750,000 | ||
Common stock, shares outstanding (in shares) | 750,000 | 5,750,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Loss from Operations | ||
Operating costs | $ 5,219,930 | $ 1,784,832 |
Marketing service fee | 0 | 150,000 |
Loss from operations | (5,219,930) | (1,934,832) |
Other Income | ||
Change in fair value of warrant liabilities | 681,000 | 10,669,000 |
Recovery of offering costs allocated to warrants | 309,534 | 0 |
Operating account interest income | 14,786 | 7,413 |
Income from Trust Account | 5,350,288 | 3,433,975 |
Total other income | 6,355,608 | 14,110,388 |
Income before provision for income taxes | 1,135,678 | 12,175,556 |
Provision for income taxes | (1,111,731) | (645,442) |
Net income | $ 23,947 | $ 11,530,114 |
Basic weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Diluted weighted average shares outstanding (in shares) | 5,750,000 | 5,750,000 |
Basic net income per common share (in dollars per share) | $ 0 | $ 0.4 |
Diluted net income per common share (in dollars per share) | $ 0 | $ 0.4 |
Class A Common Stock Subject to Possible Redemption [Member] | ||
Other Income | ||
Basic weighted average shares outstanding (in shares) | 11,072,452 | 23,000,000 |
Diluted weighted average shares outstanding (in shares) | 11,072,452 | 23,000,000 |
Basic net income per common share (in dollars per share) | $ 0 | $ 0.4 |
Diluted net income per common share (in dollars per share) | $ 0 | $ 0.4 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | 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 |
Beginning balance at Dec. 31, 2021 | $ 0 | $ 575 | $ 0 | $ (19,065,219) | $ (19,064,644) |
Beginning balance (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Accretion for Class A common stock to redemption amount | $ 0 | $ 0 | 0 | (2,420,680) | (2,420,680) |
Net income | 0 | 0 | 0 | 11,530,114 | 11,530,114 |
Ending balance at Dec. 31, 2022 | $ 0 | $ 575 | 0 | (9,955,785) | (9,955,210) |
Ending balance (in shares) at Dec. 31, 2022 | 0 | 5,750,000 | |||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||
Excise tax payable in connection with redemptions | $ 0 | $ 0 | 0 | (2,235,006) | (2,235,006) |
Extension funding of Trust Account | 0 | 0 | 0 | (1,300,000) | (1,300,000) |
Waiver of Deferred Underwriting Fee | 0 | 0 | 0 | 8,340,466 | 8,340,466 |
Conversion of Class B common stock to Class A common stock | $ 500 | $ (500) | 0 | 0 | 0 |
Conversion of Class B common stock to Class A common stock (in shares) | 5,000,000 | (5,000,000) | |||
Accretion for Class A common stock to redemption amount | $ 0 | $ 0 | 0 | (4,033,891) | (4,033,891) |
Net income | 0 | 0 | 0 | 23,947 | 23,947 |
Ending balance at Dec. 31, 2023 | $ 500 | $ 75 | $ 0 | $ (9,160,269) | $ (9,159,694) |
Ending balance (in shares) at Dec. 31, 2023 | 5,000,000 | 750,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 23,947 | $ 11,530,114 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liability | (681,000) | (10,669,000) |
Recovery of offering costs allocated to warrants | (309,534) | 0 |
Income from investments held in Trust Account | (5,350,288) | (3,433,975) |
Changes in assets and liabilities: | ||
Prepaid expenses | 363,078 | 452,365 |
Accounts payable and accrued expenses | 3,406,090 | 345,676 |
Franchise tax payable | (23,253) | 645,442 |
Marketing service fee | 0 | 150,000 |
Due to related party | 120,000 | 120,000 |
Income taxes payable | (659,379) | (107,676) |
Net cash used in operating activities | (3,110,339) | (967,054) |
Cash flows from investing activities: | ||
Trust extension funding | (1,300,000) | 0 |
Cash withdrawn from Trust Account in connection with redemption | 179,860,588 | 0 |
Cash withdrawn from Trust Account to pay taxes obligation | 1,409,500 | 999,121 |
Net cash provided by investing activities | 179,970,088 | 999,121 |
Cash flows from financing activities: | ||
Redemption of common stock | (179,860,588) | 0 |
Proceeds from issuance of promissory note to related party | 1,875,000 | 0 |
Net cash used in financing activities | (177,985,588) | 0 |
Net change in cash | (1,125,839) | 32,067 |
Cash, beginning of the year | 1,426,006 | 1,393,939 |
Cash, end of the year | 300,167 | 1,426,006 |
Supplemental disclosure of cash flow information: | ||
Remeasurement adjustment of carrying value of Class A common stock to redemption amount | 5,333,891 | 2,420,680 |
Conversion of Class B common stock to Class A common stock | 500 | 0 |
Excise tax payable in connection with redemption | 2,235,006 | 0 |
Impact of the waiver of deferred commission by the underwriters | 8,340,466 | 0 |
Payable to redeemable shareholders | 43,640,022 | 0 |
Income taxes paid | $ 1,770,029 | $ 0 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Business Operations [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations Organization and General Focus Impact Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 23, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the Initial Public Offering (“IPO”) (as defined below), and since the closing of the IPO, the search for a prospective initial business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Sponsor and Financing The Company’s sponsor is Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 27, 2021 (the “Effective Date”). On November 1, 2021, the Company consummated its IPO of 23,000,000 units (the “Units”) which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the IPO price to cover over-allotments. Each Unit consists of one share of Class A common stock, $0.0001 par value per share (the “Class A common stock”), and one-half Simultaneously with the closing of IPO the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $11,200,000. Upon the closing of the IPO (including the full exercise of the underwriters’ over-allotment option) and the private placement, $234,600,000 has been placed in a trust account (the “Trust Account”), representing the redemption value of the Class A common stock sold in the IPO, at their redemption value of $10.20 per share. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the IPO, $10.20 per Unit sold in the IPO (including the full exercise of the underwriters’ over-allotment option) and the proceeds of the sale of the Private Placement Warrants, are held in a trust account (“Trust Account”) and will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The trust account is intended as a holding place for funds pending the earliest to occur of: (a) the completion of the initial Business Combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide holders of the Company’s Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination by May 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) or (ii) with respect to any other provisions relating to the rights of holders of the Company’s Class A common stock, and (c) the redemption of the Company’s public shares if the Company has not consummated the initial Business Combination by May 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) subject to applicable law. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under the law or stock exchange listing requirement. The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two The Company’s amended and restated certificate of incorporation provides that the Company will have until the Termination Date (as defined below) to complete the initial Business Combination. If the Company does not complete the initial Business Combination by the Termination 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 The Sponsor, officers and directors entered into a letter agreement with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination by May 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial Business Combination by May 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) (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). Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. If the Company submits the initial Business Combination to the Company’s public stockholders for a vote, the Company will complete the initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.20 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 the Company’s franchise and income taxes. This liability will not apply with respect 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 this 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, then 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. The Company has not asked the Sponsor to reserve for such indemnification obligations. None of the Company’s officers will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Extension of Combination Period On April 25, 2023, the Company held a special meeting of stockholders (the “Extension Meeting”) to amend the Company’s amended and restated certificate of incorporation to (i) extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from May 1, 2023 (the “Original Termination Date”) to August 1, 2023 (the “Charter Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the Charter Extension Date, 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, until May 1, 2024, or a total of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial Business Combination shall have occurred prior to such date (such amendment, the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”) and (ii) remove the limitation that the Company may not redeem shares of public stock to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended, of less than $5,000,000 (such amendment, the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”). The shareholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment at the Extension Meeting and on April 26, 2023, the Company filed the Extension Amendment and the Redemption Limitation Amendment with the Secretary of State of Delaware. In connection with the vote to approve the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 17,297,209 shares of Class A common stock, par value $0.0001 per share, of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of $179,860,588. As disclosed in the proxy statement relating to the Extension Meeting, the Sponsor agreed that if the Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to the Company as a loan, within ten (10) business days of the date of the Extension Meeting, of the lesser of (a) an aggregate of $487,500 or (b) $0.0975 per share that is not redeemed in connection with the Extension Meeting, to be deposited into the Trust Account. In addition, in the event the Company does not consummate an initial business combination by August 1, 2023, the Lender may contribute to the Company the lesser of (a) $162,500 or (b) $0.0325 per each share of public stock that is not redeemed in connection with the Extension Meeting as a loan to be deposited into the Trust Account for each of nine one-month extensions following August 1, 2023. On October 31, 2023, the Company deposited an additional $162,500 in the Trust Account to extend the Termination Date to December 1, 2023. On December 1, 2023, the Company deposited an additional $162,500 in the Trust Account to extend the Termination Date to January 1, 2024. As of December 31, 2023 a total of $1,300,000 has been paid regarding the extensions. In association with the approval of the Extension Amendment Proposal, on May 9, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “Promissory Note”) to the Sponsor and the Sponsor funded deposits into the Trust Account. 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 a Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. Up to the total principal amount of the 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 $1.00 per warrant, which warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the IPO. On December 29, 2023, the Company held a special meeting of stockholders (the “Extension Meeting 2”) to amend the Company’s amended and restated certificate of incorporation to (i) extend the Termination Date from January 1, 2024 to April 1, 2024 (the “Charter Extension Date 2”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to seven times by an additional one month each time after the Charter Extension Date 2, 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, until November 1, 2024, or a total of up to ten months after January 1, 2024, unless the closing of the Company’s initial Business Combination shall have occurred prior to such date (such amendment, the “Extension Amendment 2” and such proposal, the “Extension Amendment Proposal 2”). The stockholders of the Company approved the Extension Amendment Proposal 2 at the Extension Meeting 2 and on December 29, 2023, the Company filed the Extension Amendment 2 with the Secretary of State of Delaware. In connection with the vote to approve the Extension Amendment Proposal 2, the holders of 3,985,213 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.95 per share, for an aggregate redemption amount of approximately $43,640,022. As of December 31, 2023, funds related to these redemptions have not been distributed and are reported on the consolidated balance sheet as redemption payable. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard On October 16, 2023, the Company, received a written notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was no longer in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 total holders for continued listing on the Nasdaq Global Market (the “Minimum Public Holders Rule”). Based on the Company’s plan of compliance submitted to Nasdaq on November 17, 2023, Nasdaq granted the Company an extension until April 15, 2024 to regain compliance with the Minimum Public Holders Rule. In the event the Company does not regain compliance with the Minimum Public Holders Rule, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Listing Qualifications Panel. Additionally, on December 21, 2023, the Sponsor, converted 5,000,000 shares of the company’s Class B common stock to Class A common stock. The converted shares of Class A common stock hold no interest in the Trust Account and are non-redeemable. Proposed Business Combination On September 12, 2023, Focus Impact Acquisition Corp., a Delaware corporation (“FIAC”) entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”), by and among FIAC, Focus Impact Amalco Sub Ltd., a wholly-owned subsidiary of FIAC and a company existing under the laws of the Province of British Columbia (“Amalco Sub”) and DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (“Devvstream”). Pursuant to the Business Combination Agreement, among other things FIAC will acquire DevvStream for consideration of shares in FIAC following its continuance to the Province of Alberta (as further explained below). The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the mergers and the other transactions contemplated thereby, are summarized below. Structure of the Business Combination The acquisition is structured as a continuance followed by an amalgamation transaction, resulting in the following: (a) prior to the Effective Time, FIAC will continue (the “FIAC Continuance”) from the State of Delaware under the Delaware General Corporation Law (“DGCL”) to the Province of Alberta under the Business Corporations Act (Alberta) (“ABCA”) and change its name to DevvStream Corp. (“New PubCo”). (b) following the FIAC Continuance, and in accordance with the applicable provisions of the Plan of Arrangement and the Business Corporations Act (British Columbia) (the “BCBCA”), Amalco Sub and DevvStream will amalgamate to form one corporate entity (“Amalco”) in accordance with the terms of the BCBCA (the “Amalgamation”), and as a result of the Amalgamation, (i) each Company Share issued and outstanding immediately prior to the Effective Time will be automatically exchanged for that certain number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration, (ii) each Company Option and Company RSU issued and outstanding immediately prior to the Effective Time will be cancelled and converted into Converted Options and Converted RSUs, respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio (and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option prior to the Effective Time divided by the Common Conversion Ratio), (iii) each Company Warrant issued and outstanding immediately prior to the Effective Time shall become exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by the Common Conversion Ratio (and at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (iv) each holder of Company Convertible Notes, if any, issued and outstanding immediately prior to the Effective Time will first receive Company Shares and then New PubCo Common Shares in accordance with the terms of such Company Convertible Notes and (v) each common share of Amalco Sub issued and outstanding immediately prior to the Effective Time will be automatically exchanged for one common share of Amalco (the FIAC Continuance and the Amalgamation, together with the other transactions related thereto, the “Proposed Transactions”). (c) Simultaneously with the execution of the Business Combination Agreement, FIAC and Focus Impact Sponsor, LLC, a Delaware limited liability company (“FIAC Sponsor”) entered into a Sponsor Side Letter, pursuant to which, among other things, FIAC Sponsor agreed to forfeit (i) 10% of its SPAC Class B Shares effective as of the consummation of the Continuance at the closing of the Proposed Transactions and (ii) with FIAC Sponsor’s consent, up to 30% of its SPAC Class B Shares and/or warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination Pursuant to the Sponsor Side Letter, FIAC Sponsor also agreed to (1) certain transfer restrictions with respect to SPAC securities, lock-up restrictions (terminating upon the earlier of: (A) 360 days after the Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares 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) and (2) to vote any FIAC shares held by it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing. (d) In addition, contemporaneously with the execution of the Business Combination Agreement, DevvStream, FIAC and each of Devvio, Inc., the majority and controlling shareholder of DevvStream, and DevvStream’s directors and officers (the “Core Company Securityholders”) entered into Company Support & Lock-Up Agreements (the “Company Support Agreements”), pursuant to which, among other things, (i) each of the Core Company Securityholders agreed to vote any Company Shares held by him, her or it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing, and (ii) each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to DevvStream securities prior to the Effective Time and lock-up restrictions with respect to the New PubCo Common Shares to be received by such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are consistent with those agreed to by FIAC Sponsor in the Sponsor Side Letter. Consideration The aggregate consideration to be paid to DevvStream shareholders and securityholders is that number of New PubCo Common Shares (or, with respect to Company Options, Company RSUs and Company Warrants, a number of Converted Options, Converted Options and Converted Warrants consistent with the aforementioned conversion mechanics) equal to (a)(i) $145 million plus (ii) the aggregate exercise price of all in-the-money options and warrants immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (b) $10.20 (the “Share Consideration”). The Share Consideration is allocated among DevvStream shareholders and securityholders as set forth in the Business Combination Agreement. Closing The Closing will be on a date no later than two Expenses The Business Combination Agreement provides for the following with respect to expenses related to the Proposed Transactions • If the Proposed Transactions are consummated, New PubCo will bear Expenses of the parties, including the SPAC Specified Expenses and any Excise Tax Liability (as defined below). • If (a) FIAC or DevvStream terminate the Business Combination Agreement as a result of a mutual written consent, the Required SPAC Shareholder Approval not being obtained, or the Effective Time not occurring by the Outside Date or (b) DevvStream terminates the Business Combination Agreement due to a breach of any representation or warranty by FIAC or Amalco Sub, then all Expenses incurred in connection with the Business Combination Agreement and the Proposed Transactions will be paid by the party incurring such Expenses, and no party will have any liability to any other party for any other expenses or fees. • If (a) FIAC or DevvStream terminate the Business Combination Agreement due to the Required Company Shareholder Approval not being obtained or (b) DevvStream terminates the Business Combination Agreement due to a Change in Recommendation by DevvStream’s board of directors or DevvStream entering into a Superior Proposal or (c) FIAC terminates the Business Combination Agreement due to a breach of any representation or warranty by DevvStream or a Company Material Adverse Effect, DevvStream will pay to FIAC all Expenses incurred by FIAC in connection with the Business Combination Agreement and the Proposed Transactions up to the date of such termination (including (i) SPAC Specified Expenses incurred in connection with the transactions, including SPAC Extension Expenses and (ii) any Excise Tax Liability provided that, solely with respect to Excise Tax Liability, notice of such termination is provided after December 1, 2023). Sponsor Side Letter In connection with signing the Business Combination Agreement, FIAC and FIAC Sponsor entered into a letter agreement, dated September 12, 2023 (the “Sponsor Side Letter”), pursuant to which FIAC Sponsor agreed to forfeit (i) 10% of its SPAC Class B Shares effective as of the consummation of the Continuance at the closing of the Proposed Transactions and (ii) with FIAC Sponsor’s consent, up to 30% of its SPAC Class B Shares and/or warrants in connection with financing or non-redemption arrangements, if any, entered into prior to consummation of the Business Combination if any, negotiated by the Effective Date. Pursuant to the Sponsor Side Letter, FIAC Sponsor also agreed to (1) certain transfer restrictions with respect to SPAC securities, lock-up restrictions (terminating upon the earlier of: (A) 360 days after the Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New PubCo’s stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares 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) and (2) to vote any SPAC Shares held by it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing. Company Support & Lock-up Agreement In connection with signing the Business Combination Agreement, Devvstream, FIAC and the Core Company Securityholders entered into the Company Support Agreements, dated September 12, 2023, pursuant to which (i) each of the Core Company Securityholders agreed to vote any Company Shares held by him, her or it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing, and (ii) each of the Core Company Securityholders has agreed to certain transfer restrictions with respect to DevvStream securities prior to the Effective Time and lock-up restrictions with respect to the New PubCo Common Shares to be received by such Core Company Securityholder under the Business Combination Agreement, which lock-up restrictions are consistent with those agreed to by FIAC Sponsor in the Sponsor Side Letter. Financial and Capital Market Advisors The Company has engaged (the “Engagement”) J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division (“CCM”), to act as its (i) its financial advisor and capital markets advisor in connection with a possible acquisition of DevvStream (“Target”) (the “Sale Transaction”) and (ii) its placement agent in connection with a private placement of debt, equity, equity-linked or convertible securities (the “Securities”) or other capital or debt raising transaction in connection with the Sale Transaction (the “Offering”, and, together with the Sale Transaction, each a “Transaction” and collectively the “Transactions”). The Company will pay CCM the sum of (i) an advisory fee in an amount equal to $2,500,000 simultaneously with the closing of the Sale Transaction plus (ii) a transaction fee in connection with the Offering of an amount equal to 4.0% of the sum of (A) the gross proceeds raised from investors and received by Company or Target simultaneously with or before the closing of the Offering and (B) the proceeds released from the Trust Account in connection with the Business Combination with respect to any stockholder of Client that (x) entered into a non-redemption or other similar agreement or (y) did not redeem the Company’s common stock, in each instance to the extent such stockholder was identified to the Company by CCM (collectively, the “Offering Fee” and together with the Advisory Fee, the “Transaction Fee”); provided, however, CCM shall receive no fee for any gross proceeds received from, or non-redemptions obtained from any investors holding capital stock of Target (other than any investor who acquired their capital stock of Target in open market activities). The Transaction Fee shall be payable to CCM simultaneously with the closing of the Transaction. In addition, the Company may, in its sole discretion, pay to CCM a discretionary fee in an amount up to $500,000 (the “Discretionary Fee”), simultaneously with the closing of the Sale Transaction, if the Company determines in its discretion and reasonable judgment that the performance of CCM in connection with its leadership role in connection with the Transaction warrants such additional fee, taking into account, without limitation, (a) timing of the Transaction, (b) quality and delivery of services and advice hereunder, and (c) overall valuation attributable to the Transaction. No Advisory Fee, Offering Fee or Discretionary Fee shall be due to CCM if the Company does not complete the Sale Transaction. 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. Consideration of Inflation Reduction Act Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of th |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the consolidated financial statements in conformity with US 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2023 and 2022, the Company had cash of $224,394 and $1,426,006, respectively, and no cash equivalents. At December 31, 2023, the Company also had $75,773 of restricted cash related to funds withdrawn from the Trust Account reserved to the payment of taxes. Cash and Investment Held in Trust Account As of December 31, 2023, funds held in Trust Account consisted of interest bearing demand deposits and generally have a readily determinable fair value. Interest on the demand deposit account is included in income from cash and investments held in Trust Account in the accompanying statements of operations. At December 31, 2022, investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Net Income Per Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stockholders. Private and public warrants to purchase 22,700,000 Class A common stock at $11.50 per share were issued on November 1, 2021. No warrants were exercised during the year ended December 31, 2023 and 2022. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. Accretion associated with the redeemable Class A common stock is excluded from income per common stock as the redemption value approximates fair value. For the Year Ended December 31, 2023 2022 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Basic and diluted net income per share Numerator: Allocation of net income $ 15,762 $ 8,185 $ 9,224,091 $2,306,023 Denominator: Weighted average shares outstanding 11,072,452 5,750,000 23,000,000 5,750,000 Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.40 $ 0.40 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. Warrant Liability The Company accounted for the 22,700,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statement of operations. The fair value of privately-held warrants was estimated using an internal valuation model. Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 97.9% and 5.3% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2023 and 2022, primarily due to changes in fair value in warrant liability, warrant transaction costs, business combination expenses and the valuation allowance on the deferred tax assets. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Common Stock Subject to Possible Redemption All of the common stock sold as part of the Units in the IPO 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 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. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2023 and 2022, the Class A common stock subject to possible redemption reflected on the consolidated balance sheet are reconciled in the following table: December 31, 2023 December 31, 2022 As of beginning of the period $ 237,020,680 $234,600,000 Less: Redemptions (223,500,610) — Plus: Extension funding of Trust Account 1,300,000 — Remeasurement adjustment of carrying value to redemption value 4,033,891 2,420,680 Class A common stock subject to possible redemption $ 18,853,961 $237,020,680 At December 31, 2023, an excess of $75,773 was withdrawn from the interest earned in the Trust Account related to the timing of payments of taxes. As of the date of this filing, the Company has repaid the excess withdrawals from the Trust Account. Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis. There was no material impact on the Company’s financial position, results of operations or cash flows. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering On November 1, 2021, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit which included the exercise of the underwriters’ option to purchase an additional 3,000,000 Units at the initial public offering price to cover over-allotments. Each Unit had an offering price of $10.00 and consists of one share of Class A common stock of the Company, par value $0.0001 per share, and one-half Following the closing of the IPO on November 1, 2021, $234,600,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into the Trust Account. The net proceeds deposited into the Trust Account will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Public Warrants Each whole warrant entitles the registered holder to purchase one whole share of the Class A common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of twelve months from the closing of the IPO and 30 days after the completion of the initial Business Combination. The warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than twenty by (y) the fair market value and (B) the product of 0.361 and the number of whole warrants being exercised by such holder. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the private placement warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, the Company may exercise the Company’s redemption right even if the Company are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding warrants: • in whole and not in part; • at $0.10 per warrant 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; • if, and only if, the closing price of the Company’s Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three • if the closing price of the 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 holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
Private Placement | Note 4 - Private Placement On November 1, 2021, simultaneously with the closing of the IPO, the Company completed the private sale of 11,200,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $11,200,000. A portion of the proceeds from the Private Placement Warrants has been added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination by the Termination Date, the 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. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of the initial Business Combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination until May 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to consummate an initial Business Combination until May 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account) (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). Further, the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Founder Shares The Sponsor paid $25,000 to the Company in consideration for 5,750,000 shares of Class B common stock. The founder shares will automatically convert into shares of Class A common stock upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments, as described in Note 8. Pursuant to the Sponsor Side Letter, the Sponsor agreed to (1) certain transfer restrictions with respect to the Company's securities, lock-up restrictions (terminating upon the earlier of: (A) 360 days after the Closing Date, (B) a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New PubCo's stockholders having the right to exchange their equity for cash, securities or other property or (C) subsequent to the Closing Date, the closing price of the New Pubco Common Shares 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) and (2) to vote any Company shares held by it in favor of the Business Combination Agreement, the Arrangement Resolution and the Proposed Transactions, and provided customary representations and warranties and covenants related to the foregoing. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. 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 to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. On May 9, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “Promissory Note”) to the Sponsor. At December 31, 2023 and 2022, $1,500,000 and $0 was outstanding and reported on the consolidated balance sheets as Promissory note - related party. On December 1, 2023, the Company issued an unsecured promissory note in the total principal amount of up to $1,500,000 (the “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 a Business Combination, the Promissory Note will be repaid only from amounts remaining outside of the Trust Account, if any. As of December 31, 2023, $375,000 was outstanding and reported on the consolidated balance sheets as Promissory note - related party. Administrative Fees The Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support provided to the Company. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2023 and 2022, the Company incurred $120,000 in administrative support fees. No amounts have been paid for the administrative fee. At December 31, 2023 and 2022, $240,000 and $120,000 is reported on the consolidated balance sheets under due to related party for this fee, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies Registration and Stockholder Rights The holders of the founder shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights and stockholder agreement to be signed prior to the consummation of the IPO, requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. Underwriter Agreement The underwriters were entitled to a deferred underwriting fee of approximately $0.376 per unit sold in the IPO, or $8,650,000 in the aggregate (including the fee related to the underwriters’ exercise of the over-allotment option) upon the completion of the Company’s initial Business Combination. In the third quarter 2023, the underwriters waived any right to receive the deferred underwriting fee and will therefore receive no additional underwriting fee in connection with the Closing. As a result, the Company recognized $309,534 of income and $8,340,466 was recorded to accumulated deficit in relation to the reduction of the deferred underwriting fee. As of December 31, 2023 and 2022, the deferred underwriting fee is $0 and $8,650,000, respectively. The Company complies with ASC 405 “Liabilities” and derecognized the deferred underwriting fee liability upon being released of the obligation by the underwriters. To account for the waiver of the deferred underwriting fee, the Company reduced the deferred underwriting fee liability to $0 and reversed the previously recorded cost of issuing the instruments in the IPO, which included recognizing a contra-expense of $309,534, which is the amount previously allocated to liability classified warrants and expensed upon the IPO, and reduced the accumulated deficit and increased income available to Class B common stock by $8,650,000, which was previously allocated to the Class A common stock subject to redemption and accretion recognized at the IPO date. Marketing Fee Agreement The Company engaged advisors to assist the Company in validating existing acquisition strategies and providing recommendations or potential amendments and refinements to said strategy. The fee structure is set as a minimum of $150,000 due upon a Business Combination for advisory services. If the advisors provide lead information of a potential target company in a Business Combination, the Company will pay the advisors between $2,000,000 and $6,000,000 (“Advisory Fee”) upon successful close of the Business Combination. The advisors did not provide lead information related to the proposed Business Combination. As such, if the proposed Business Combination is consummated, the advisors are not due the Advisory Fee. Excise Tax In connection with the extension meetings to amend the Company’s amended and restated certificate of incorporation, holders of 21,282,422 shares of Class A common stock properly exercised their right to redeem their shares of Class A common stock for an aggregate redemption amount of $223,500,610. As such, the Company has recorded a 1% excise tax liability in the amount of $2,235,006 on the consolidated balance sheets as of December 31, 2023. The liability does not impact the consolidated statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available. This excise tax liability can be offset by future share issuances within the same fiscal year which will be evaluated and adjusted in the period in which the issuances occur. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Recurring Fair Value Measurements [Abstract] | |
Recurring Fair Value Measurements | Note 7 - Recurring Fair Value Measurements At December 31, 2023, investments held in the Trust Account are held in an interest bearing demand deposit account and at December 31, 2022, substantially all of the Company’s trust assets on the consolidated balance sheet consist of U. S. Money Market funds which are classified as cash equivalents. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Under the guidance in ASC 815-40 the warrants do not meet the criteria for equity classification. As such, these financial instruments must be recorded on the consolidated balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, these financial instruments valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statement of operations. The Company’s warrant liability for the Private Placement Warrants is based on valuation models utilizing inputs from observable and unobservable markets. The inputs used to determine the fair value of the Private Warrant liability, is classified within Level 3 of the fair value hierarchy. The Company’s Public Warrants are trading on the Nasdaq Stock Market LLC (“NASDAQ”) and the Company’s warrant liability was based on unadjusted quoted prices in an active market (NASDAQ) for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The Company’s Promissory Note contains an embedded option whereby up to $1,500,000 of the 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 consolidated 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 information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2023 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $62,418,210 $ — $ — Liabilities Public Warrants $ 230,000 $ — $ — Private Warrants $ — $ — $224,000 Working Capital Loan Conversion Option $ — $ — $ — December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $237,038,010 $ — $ — Liabilities Public Warrants $ 575,000 $ — $ — Private Warrants $ — $ — $560,000 Measurement The Private Warrants were valued using a binomial lattice model, which is considered to be a Level 3 fair value measurement. The key inputs into the binomial lattice model were as follows at December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Input Risk-free interest rate 3.81% 3.95% Expected term to initial Business Combination (years) 0.25 0.25 Expected volatility de minimis% de minimis Common stock price $10.89 $10.18 Dividend yield 0.0% 0.0% The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3 for the period ended December 31, 2023 and December 31, 2022: Fair value of the Private Placement Warrants measured with level 3 December 31, 2021 $ 5,824,000 Change in fair value (5,264,000) December 31, 2022 $ 560,000 December 31, 2022 $ 560,000 Change in fair value (336,000) December 31, 2023 $ 224,000 |
Stockholder's Deficit
Stockholder's Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Deficit [Abstract] | |
Stockholders' Deficit | Note 8 - Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock On December 21, 2023, the Sponsor converted 5,000,000 shares of Class B common stock into shares of Class A common stock. Notwithstanding the conversions, the Sponsor will not be entitled to receive any monies held in the Trust Account as a result of its ownership of shares of Class A common stock issued upon conversion of the Class B common stock. The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 5,000,000 and no shares of Class A common stock issued or outstanding, excluding 1,717,578 and 23,000,000 shares subject to possible redemption, respectively. Class B Common Stock The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each common stock. At December 31, 2023 and 2022, there were 750,000 and 5,750,000 shares of Class B common stock issued and outstanding, respectively. Other than with regard to the election of directors prior to the consummation of a Business Combination, holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination, or earlier at the option of the holder thereof, on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company). |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Income Tax | Note 9- Income Tax The Company’s net deferred tax assets at December 31, 2023 and 2022 are as follows: December 31, 2023 December 31, 2022 Deferred tax asset Federal net operating loss $ — $ — Organizational costs/Startup expenses 966,411 418,972 Total deferred tax asset 966,411 418,972 Valuation allowance (966,411) (418,972) Deferred tax asset, net of allowance $ — $ — The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, 2023 December 31, 2022 Federal Current $1,078,985 $ 645,442 Deferred (531,316) (329,066) State and Local Current 32,746 — Deferred (16,125) — Change in valuation allowance 547,441 329,066 Income tax provision $ 1,111,731 $ 645,442 As of December 31, 2023 and 2022, the Company had $0 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $547,441 and $329,066, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.6% 0.0% Tax penalty 0.1% 0.0% Change in fair value of warrant liability (13.0)% (18.4)% Warrant transaction costs (5.9)% 0.0% Business Combination expenses 47.4% 0.0% Change in valuation allowance 47.7% 2.7% Income tax provision 97.9% 5.3% The Company files US federal and New York City and State tax returns and is subject to examination by various taxing authorities. The Company’s effective tax rates for the period presented differ from the expected (statutory) rates due to the recording of full valuation allowances on deferred tax assets, changes in fair value of warrants and transaction costs associated with warrants. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 - Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements were issued, require potential adjustment to or disclosure in the consolidated financial statements and did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 8, 2024, the Sponsor deposited $103,055 in the Trust Account extending the Termination Date to April 1, 2024 and in March 2024, the Sponsor deposited $34,352 in the Trust Account extending the Termination Date to May 1, 2024, which can be extended to November 1, 2024 (with required funding in the Trust Account). On March 27, 2024, the Company transferred $75,773 to the Trust Account related to related to excess funds withdrawn and the timing of the payment of taxes. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with US 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2023 and 2022, the Company had cash of $224,394 and $1,426,006, respectively, and no cash equivalents. At December 31, 2023, the Company also had $75,773 of restricted cash related to funds withdrawn from the Trust Account reserved to the payment of taxes. |
Investment Held in Trust Account | Cash and Investment Held in Trust Account As of December 31, 2023, funds held in Trust Account consisted of interest bearing demand deposits and generally have a readily determinable fair value. Interest on the demand deposit account is included in income from cash and investments held in Trust Account in the accompanying statements of operations. At December 31, 2022, investments held in the Trust Account are held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2023 and 2022, the Company had not experienced losses on this account and management believes the Company was not exposed to significant risks on such account. |
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 the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet, primarily due to its short-term nature. The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2—Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
Net Income Per Common Stock | Net Income Per Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stockholders. Private and public warrants to purchase 22,700,000 Class A common stock at $11.50 per share were issued on November 1, 2021. No warrants were exercised during the year ended December 31, 2023 and 2022. The calculation of diluted income per common stock does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering, (ii) the exercise of the over-allotment and (iii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. Accretion associated with the redeemable Class A common stock is excluded from income per common stock as the redemption value approximates fair value. For the Year Ended December 31, 2023 2022 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Basic and diluted net income per share Numerator: Allocation of net income $ 15,762 $ 8,185 $ 9,224,091 $2,306,023 Denominator: Weighted average shares outstanding 11,072,452 5,750,000 23,000,000 5,750,000 Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.40 $ 0.40 |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations. Derivative assets and liabilities are classified in the consolidated balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. |
Warrant Liability | Warrant Liability The Company accounted for the 22,700,000 warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified the warrant instrument as a liability at fair value and will adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s consolidated statement of operations. The fair value of privately-held warrants was estimated using an internal valuation model. Our valuation model utilized inputs such as assumed share prices, volatility, discount factors and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 97.9% and 5.3% for the year ended December 31, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2023 and 2022, primarily due to changes in fair value in warrant liability, warrant transaction costs, business combination expenses and the valuation allowance on the deferred tax assets. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the common stock sold as part of the Units in the IPO 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 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. Therefore, all shares of Class A common stock have been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital and accumulated deficit. As of December 31, 2023 and 2022, the Class A common stock subject to possible redemption reflected on the consolidated balance sheet are reconciled in the following table: December 31, 2023 December 31, 2022 As of beginning of the period $ 237,020,680 $234,600,000 Less: Redemptions (223,500,610) — Plus: Extension funding of Trust Account 1,300,000 — Remeasurement adjustment of carrying value to redemption value 4,033,891 2,420,680 Class A common stock subject to possible redemption $ 18,853,961 $237,020,680 At December 31, 2023, an excess of $75,773 was withdrawn from the interest earned in the Trust Account related to the timing of payments of taxes. As of the date of this filing, the Company has repaid the excess withdrawals from the Trust Account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis. There was no material impact on the Company’s financial position, results of operations or cash flows. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures. The Company’s management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basic and Diluted Net Income Per Common Share | As a result, diluted net income per common stock is the same as basic net income per common stock for the periods. Accretion associated with the redeemable Class A common stock is excluded from income per common stock as the redemption value approximates fair value. For the Year Ended December 31, 2023 2022 Redeemable Class A Non-redeemable Class A and Class B Redeemable Class A Non-redeemable Class A and Class B Basic and diluted net income per share Numerator: Allocation of net income $ 15,762 $ 8,185 $ 9,224,091 $2,306,023 Denominator: Weighted average shares outstanding 11,072,452 5,750,000 23,000,000 5,750,000 Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.40 $ 0.40 |
Class A Common Stock Subject to Possible Redemption | As of December 31, 2023 and 2022, the Class A common stock subject to possible redemption reflected on the consolidated balance sheet are reconciled in the following table: December 31, 2023 December 31, 2022 As of beginning of the period $ 237,020,680 $234,600,000 Less: Redemptions (223,500,610) — Plus: Extension funding of Trust Account 1,300,000 — Remeasurement adjustment of carrying value to redemption value 4,033,891 2,420,680 Class A common stock subject to possible redemption $ 18,853,961 $237,020,680 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Recurring 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 liabilities that were measured at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2023 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $62,418,210 $ — $ — Liabilities Public Warrants $ 230,000 $ — $ — Private Warrants $ — $ — $224,000 Working Capital Loan Conversion Option $ — $ — $ — December 31, 2022 Level 1 Level 2 Level 3 Assets Investments held in Trust Account $237,038,010 $ — $ — Liabilities Public Warrants $ 575,000 $ — $ — Private Warrants $ — $ — $560,000 |
Key Inputs into Binomial Lattice Model | The key inputs into the binomial lattice model were as follows at December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Input Risk-free interest rate 3.81% 3.95% Expected term to initial Business Combination (years) 0.25 0.25 Expected volatility de minimis% de minimis Common stock price $10.89 $10.18 Dividend yield 0.0% 0.0% |
Changes in Fair Value of Warrants | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the Company’s warrants classified as Level 3 for the period ended December 31, 2023 and December 31, 2022: Fair value of the Private Placement Warrants measured with level 3 December 31, 2021 $ 5,824,000 Change in fair value (5,264,000) December 31, 2022 $ 560,000 December 31, 2022 $ 560,000 Change in fair value (336,000) December 31, 2023 $ 224,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Net Deferred Tax Assets | The Company’s net deferred tax assets at December 31, 2023 and 2022 are as follows: December 31, 2023 December 31, 2022 Deferred tax asset Federal net operating loss $ — $ — Organizational costs/Startup expenses 966,411 418,972 Total deferred tax asset 966,411 418,972 Valuation allowance (966,411) (418,972) Deferred tax asset, net of allowance $ — $ — |
Income Tax Provision | The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, 2023 December 31, 2022 Federal Current $1,078,985 $ 645,442 Deferred (531,316) (329,066) State and Local Current 32,746 — Deferred (16,125) — Change in valuation allowance 547,441 329,066 Income tax provision $ 1,111,731 $ 645,442 |
Reconciliation of Federal Income Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.0% 21.0% State taxes, net of federal tax benefit 0.6% 0.0% Tax penalty 0.1% 0.0% Change in fair value of warrant liability (13.0)% (18.4)% Warrant transaction costs (5.9)% 0.0% Business Combination expenses 47.4% 0.0% Change in valuation allowance 47.7% 2.7% Income tax provision 97.9% 5.3% |
Organization and Business Ope_2
Organization and Business Operations, Sponsor and Financing (Details) | 12 Months Ended | ||
Nov. 01, 2021 USD ($) Business $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Organization and Business Operations [Abstract] | |||
Cash deposited in Trust Account | $ | $ 1,300,000 | $ 0 | |
Percentage of Public Shares that would not be redeemed if Business Combination is not completed within Initial Combination Period | 100% | ||
Number of days prior in initial Business Combination | 2 days | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | ||
Minimum [Member] | |||
Organization and Business Operations [Abstract] | |||
Number of operating businesses included in Initial Business Combination | Business | 1 | ||
Fair market value as percentage of net assets held in Trust Account included in initial Business Combination | 80% | ||
Post-transaction ownership percentage of the target business | 50% | ||
Net tangible asset threshold for redeeming Public Shares | $ | $ 5,000,001 | ||
Period to redeem Public Shares if Business Combination is not completed within Initial Combination Period | 10 days | ||
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] | |||
Share price (in dollars per share) | $ 1 | ||
Warrants issued (in shares) | shares | 11,200,000 | ||
Gross proceeds from private placement | $ | $ 11,200,000 | ||
Class A Common Stock [Member] | |||
Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 22,700,000 | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Number of shares issued upon exercise of warrant (in shares) | shares | 0 | 0 | |
Share price (in dollars per share) | $ 11.5 | ||
Initial Public Offering [Member] | |||
Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 23,000,000 | ||
Share price (in dollars per share) | $ 10 | ||
Gross proceeds from initial public offering | $ | $ 230,000,000 | ||
Cash deposited in Trust Account | $ | $ 234,600,000 | ||
Redemption price (in dollars per share) | $ 10.2 | ||
Sale price of unit (in dollars per share) | 10.2 | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | ||
Initial Public Offering [Member] | Public Warrant [Member] | |||
Organization and Business Operations [Abstract] | |||
Number of securities called by each Unit (in shares) | shares | 0.5 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||
Organization and Business Operations [Abstract] | |||
Number of securities called by each Unit (in shares) | shares | 1 | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||
Number of shares issued upon exercise of warrant (in shares) | shares | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Over-Allotment Option [Member] | |||
Organization and Business Operations [Abstract] | |||
Units issued (in shares) | shares | 3,000,000 | ||
Share price (in dollars per share) | $ 10 |
Organization and Business Ope_3
Organization and Business Operations, Extension of Combination Period (Details) | 12 Months Ended | ||||||
Dec. 29, 2023 USD ($) Extension $ / shares shares | Dec. 01, 2023 USD ($) | Oct. 31, 2023 USD ($) | Apr. 25, 2023 USD ($) Extension $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | May 09, 2023 USD ($) $ / shares | |
Extension of Combination Period [Abstract] | |||||||
Period of extension to consummate business combination | 1 month | ||||||
Period of advance notice to consummate initial business combination | 5 days | ||||||
Period of additional charter extension date | 10 months | 12 months | |||||
Redemption limitation amendment proposal amount | $ 5,000,000 | ||||||
Number of business days | 10 days | ||||||
Lenders contribution deposited in trust account | $ 162,500 | ||||||
Lenders contribution deposited in trust account (in dollars per share) | $ / shares | $ 0.0325 | ||||||
Additional cash deposited in Trust Account | $ 162,500 | $ 162,500 | |||||
Trust extension funding | $ 1,300,000 | ||||||
Warrants price (in dollars per share) | $ / shares | $ 1 | ||||||
Class A Common Stock [Member] | |||||||
Extension of Combination Period [Abstract] | |||||||
Common stock subject to possible redemption (in shares) | shares | 3,985,213 | 21,282,422 | 1,717,578 | 23,000,000 | |||
Common stock subject to possible redemption (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Redemption price (in dollars per share) | $ / shares | $ 10.95 | $ 10.4 | $ 10.98 | $ 10.31 | |||
Aggregate redemption amount | $ 43,640,022 | $ 179,860,588 | $ 223,500,610 | ||||
Trust extension funding | 1,300,000 | $ 0 | |||||
Maximum [Member] | |||||||
Extension of Combination Period [Abstract] | |||||||
Number of extensions to extend time to consummate a business combination | Extension | 7 | 9 | |||||
Maximum [Member] | Promissory Note [Member] | |||||||
Extension of Combination Period [Abstract] | |||||||
Principal amount | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||
IPO [Member] | |||||||
Extension of Combination Period [Abstract] | |||||||
Lenders contribution deposited in trust account | $ 487,500 | ||||||
Lenders contribution deposited in trust account (in dollars per share) | $ / shares | $ 0.0975 | ||||||
Extension Amendment Proposal and the Redemption Limitation Amendment Proposal [Member] | Class A Common Stock [Member] | |||||||
Extension of Combination Period [Abstract] | |||||||
Common stock subject to possible redemption (in shares) | shares | 17,297,209 |
Organization and Business Ope_4
Organization and Business Operations, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard (Details) | Dec. 21, 2023 shares | Dec. 31, 2023 USD ($) | Oct. 16, 2023 Shareholder | Dec. 31, 2022 USD ($) |
Organization and Business Operations [Abstract] | ||||
Minimum number of public holders required for continued listing | Shareholder | 400 | |||
Converted Shares [Abstract] | ||||
Cash and Investment held in Trust Account | $ 62,418,210 | $ 237,038,010 | ||
Class B Common Stock [Member] | Sponsor [Member] | ||||
Converted Shares [Abstract] | ||||
Conversion of Class B common stock to Class A common stock (in shares) | shares | 5,000,000 | |||
Class A Common Stock [Member] | ||||
Converted Shares [Abstract] | ||||
Cash and Investment held in Trust Account | $ 0 |
Organization and Business Ope_5
Organization and Business Operations, Proposed Business Combination (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |
Sep. 12, 2023 USD ($) $ / shares | Dec. 31, 2023 | |
Proposed Business Combination [Abstract] | ||
Stock conversion basis at time of business combination | 1 | |
Maximum [Member] | ||
Proposed Business Combination [Abstract] | ||
Period to close business combination following satisfaction or waiver of all closing conditions | 2 days | |
DevvStream Corp. [Member] | ||
Proposed Business Combination [Abstract] | ||
Consideration to be paid | $ | $ 145 | |
Share consideration price (in dollars per share) | $ 10.2 | |
Sponsor [Member] | ||
Proposed Business Combination [Abstract] | ||
Stock conversion basis at time of business combination | 1 | |
Holding period for transfer, assignment or sale of founder shares | 360 days | |
Threshold trading days | 20 days | |
Threshold consecutive trading days | 30 days | |
Period after initial business combination | 150 days | |
Sponsor [Member] | Minimum [Member] | ||
Proposed Business Combination [Abstract] | ||
Share price (in dollars per share) | $ 12 | |
Sponsor [Member] | Class B Common Stock [Member] | ||
Proposed Business Combination [Abstract] | ||
Percentage of common shares to be forfeited upon closing of proposed transactions | 10% | |
Sponsor [Member] | Class B Common Stock [Member] | Maximum [Member] | ||
Proposed Business Combination [Abstract] | ||
Percentage of common shares or warrants to be forfeited | 30% |
Organization and Business Ope_6
Organization and Business Operations, Financial and Capital Market Advisors (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Financial and Capital Market Advisors [Abstract] | |
Advisory fee payable | $ 2,500,000 |
Transaction fee | 4% |
Discretionary fee payable | $ 500,000 |
Advisory, offering and discretionary fee due | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies, Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 224,394 | $ 1,426,006 |
Cash and cash equivalents | 0 | 0 |
Amount included in cash balance which is reserved for payment of taxes | $ 75,773 | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies, Net Income Per Common Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Denominator [Abstract] | ||
Weighted average shares outstanding, basic (in shares) | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, diluted (in shares) | 5,750,000 | 5,750,000 |
Basic net income per share (in dollars per share) | $ 0 | $ 0.4 |
Diluted net income per share (in dollars per share) | $ 0 | $ 0.4 |
Class A Common Stock [Member] | ||
Net Income Per Ordinary Share [Abstract] | ||
Units issued (in shares) | 22,700,000 | |
Share price (in dollars per share) | $ 11.5 | |
Number of shares issued upon exercise of warrant (in shares) | 0 | 0 |
Numerator [Abstract] | ||
Allocation of net income | $ 15,762 | $ 9,224,091 |
Denominator [Abstract] | ||
Weighted average shares outstanding, basic (in shares) | 11,072,452 | 23,000,000 |
Weighted average shares outstanding, diluted (in shares) | 11,072,452 | 23,000,000 |
Basic net income per share (in dollars per share) | $ 0 | $ 0.4 |
Diluted net income per share (in dollars per share) | $ 0 | $ 0.4 |
Class B Common Stock [Member] | ||
Numerator [Abstract] | ||
Allocation of net income | $ 8,185 | $ 2,306,023 |
Denominator [Abstract] | ||
Weighted average shares outstanding, basic (in shares) | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, diluted (in shares) | 5,750,000 | 5,750,000 |
Basic net income per share (in dollars per share) | $ 0 | $ 0.4 |
Diluted net income per share (in dollars per share) | $ 0 | $ 0.4 |
Significant Accounting Polici_6
Significant Accounting Policies, Warrant Liability (Details) | Nov. 01, 2021 shares |
Redeemable Warrants [Member] | |
Warrant Liability [Abstract] | |
Warrants issued (in shares) | 22,700,000 |
Significant Accounting Polici_7
Significant Accounting Policies, Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Effective income tax rate | 97.90% | 5.30% |
Statutory tax rate | 21% | 21% |
Unrecognized tax benefits | $ 0 | |
Accrued interest and penalties | $ 0 |
Significant Accounting Polici_8
Significant Accounting Policies, Common Stock Subject to Possible Redemption (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock Subject to Possible Redemption [Abstract] | ||
Class A common stock subject to possible redemption | $ 237,020,680 | |
Extension funding of Trust Account | 1,300,000 | |
Class A common stock subject to possible redemption | 18,853,961 | $ 237,020,680 |
Amount included in cash balance which is reserved for payment of taxes | 75,773 | 0 |
Class A Common Stock [Member] | ||
Common Stock Subject to Possible Redemption [Abstract] | ||
Class A common stock subject to possible redemption | 237,020,680 | 234,600,000 |
Redemptions | (223,500,610) | 0 |
Extension funding of Trust Account | 1,300,000 | 0 |
Remeasurement adjustment of carrying value to redemption value | 4,033,891 | 2,420,680 |
Class A common stock subject to possible redemption | $ 18,853,961 | $ 237,020,680 |
Initial Public Offering, Descri
Initial Public Offering, Description (Details) - USD ($) | 12 Months Ended | ||
Nov. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | |||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | ||
Cash deposited in Trust Account | $ 1,300,000 | $ 0 | |
Class A Common Stock [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 22,700,000 | ||
Unit price (in dollars per share) | $ 11.5 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Number of shares issued upon exercise of warrant (in shares) | 0 | 0 | |
Class A Common Stock [Member] | Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Initial Public Offering [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 23,000,000 | ||
Unit price (in dollars per share) | $ 10 | ||
Cash deposited in Trust Account per Unit (in dollars per share) | $ 10.2 | ||
Cash deposited in Trust Account | $ 234,600,000 | ||
Initial Public Offering [Member] | Public Warrants [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each Unit (in shares) | 0.50 | ||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||
Initial Public Offering [Abstract] | |||
Number of securities called by each Unit (in shares) | 1 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Abstract] | |||
Units issued (in shares) | 3,000,000 | ||
Unit price (in dollars per share) | $ 10 |
Initial Public Offering, Public
Initial Public Offering, Public Warrants (Details) - $ / shares | 12 Months Ended | ||
Nov. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Public Warrants [Abstract] | |||
Period to exercise warrants after public offerings | 12 months | ||
Period warrants to become excisable after business combination | 30 days | ||
Warrants expiration period | 5 years | ||
Period to file registration statement | 20 days | ||
Period for registration statement to become effective | 60 days | ||
Product value issued upon exercise of warrant (in dollars per share) | $ 0.361 | ||
Number of trading days | 10 days | ||
Number of trading days ending before notice of redemption | 3 days | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Public Warrants [Abstract] | |||
Warrant redemption price (in dollars per share) | $ 0.01 | ||
Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | Minimum [Member] | |||
Public Warrants [Abstract] | |||
Share price (in dollars per share) | $ 18 | ||
Notice period to redeem warrants | 30 days | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Public Warrants [Abstract] | |||
Warrant redemption price (in dollars per share) | $ 0.1 | ||
Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | Minimum [Member] | |||
Public Warrants [Abstract] | |||
Share price (in dollars per share) | $ 10 | ||
Notice period to redeem warrants | 30 days | ||
Class A Common Stock [Member] | |||
Public Warrants [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 0 | 0 | |
Share price (in dollars per share) | $ 11.5 | ||
Class A Common Stock [Member] | Redemption of Warrants When Price Equals or Exceeds $18.00 [Member] | |||
Public Warrants [Abstract] | |||
Trading day threshold period | 30 days | ||
Number of trading days | 20 days | ||
Class A Common Stock [Member] | Redemption of Warrants When Price Equals or Exceeds $10.00 [Member] | |||
Public Warrants [Abstract] | |||
Trading day threshold period | 30 days | ||
Number of trading days | 20 days | ||
Class A Common Stock [Member] | Public Warrants [Member] | |||
Public Warrants [Abstract] | |||
Number of shares issued upon exercise of warrant (in shares) | 1 | ||
Exercise price of warrant (in dollars per share) | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 12 Months Ended | |
Nov. 01, 2021 | Dec. 31, 2023 | |
Private Placement Warrants [Abstract] | ||
Number of trading days | 10 days | |
Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 11,200,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from private placement | $ 11,200,000 | |
Number of trading days | 30 days | |
Percentage of redemption of public shares | 100% | |
Private Placement [Member] | Private Placement Warrants [Member] | ||
Private Placement Warrants [Abstract] | ||
Warrants issued (in shares) | 11,200,000 | |
Share price (in dollars per share) | $ 1 | |
Gross proceeds from private placement | $ 11,200,000 |
Related Party Transactions, Fou
Related Party Transactions, Founder Shares (Details) | 12 Months Ended | ||
Sep. 12, 2023 $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 shares | |
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Class A Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Common stock, shares outstanding (in shares) | 5,000,000 | 0 | |
Class B Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Common stock, shares outstanding (in shares) | 750,000 | 5,750,000 | |
Founder Shares [Member] | Class A Common Stock [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Period after initial business combination | 150 days | ||
Sponsor [Member] | |||
Founder Shares [Abstract] | |||
Stock conversion basis at time of business combination | 1 | ||
Holding period for transfer, assignment or sale of founder shares | 360 days | ||
Threshold trading days | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Period after initial business combination | 150 days | ||
Sponsor [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 12 | ||
Sponsor [Member] | Founder Shares [Member] | Class A Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Threshold trading days | 20 days | ||
Threshold consecutive trading days | 30 days | ||
Sponsor [Member] | Founder Shares [Member] | Class A Common Stock [Member] | Minimum [Member] | |||
Founder Shares [Abstract] | |||
Share price (in dollars per share) | $ / shares | $ 12 | ||
Sponsor [Member] | Founder Shares [Member] | Class B Common Stock [Member] | |||
Founder Shares [Abstract] | |||
Proceeds from issuance of ordinary share | $ | $ 25,000 | ||
Common stock, shares outstanding (in shares) | 5,750,000 | ||
Stock conversion basis at time of business combination | 1 | ||
Holding period for transfer, assignment or sale of founder shares | 360 days |
Related Party Transactions, Rel
Related Party Transactions, Related Party Loans (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 01, 2023 | May 09, 2023 | Dec. 31, 2022 | |
Related Party Loans [Abstract] | ||||
Promissory note - related party | $ 1,875,000 | $ 0 | ||
Sponsor, Affiliate of Sponsor, or Certain Company Officers and Directors [Member] | Working Capital Loans [Member] | ||||
Related Party Loans [Abstract] | ||||
Maximum amount of convertible loans | $ 1,500,000 | |||
Conversion price (in dollars per share) | $ 1 | |||
Promissory Note [Member] | ||||
Related Party Loans [Abstract] | ||||
Promissory note - related party | $ 1,500,000 | $ 0 | ||
Promissory Note [Member] | Maximum [Member] | ||||
Related Party Loans [Abstract] | ||||
Principal amount | 1,500,000 | $ 1,500,000 | $ 1,500,000 | |
Second Promissory Note [Member] | ||||
Related Party Loans [Abstract] | ||||
Promissory note - related party | $ 375,000 |
Related Party Transactions, Adm
Related Party Transactions, Administrative Support Agreement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Administrative support fees | $ 5,219,930 | $ 1,784,832 |
Due to Sponsor | 240,000 | 120,000 |
Administrative Support Agreement [Member] | Related Party [Member] | ||
Related Party Transactions [Abstract] | ||
Monthly related party fee | 10,000 | |
Administrative support fees | 120,000 | 120,000 |
Due to Sponsor | $ 240,000 | $ 120,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 12 Months Ended | ||||
Nov. 01, 2021 USD ($) $ / shares | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) Demand shares | Dec. 31, 2022 USD ($) shares | Dec. 29, 2023 USD ($) shares | Apr. 25, 2023 USD ($) shares | |
Underwriting Agreement [Abstract] | ||||||
Deferred underwriting fees | $ 8,650,000 | $ 0 | $ 8,650,000 | |||
Recovery of offering costs allocated to warrants | 309,534 | $ 309,534 | 0 | |||
Waiver of deferred underwriters fee | $ 8,340,466 | 8,340,466 | ||||
Marketing Fee Agreement [Abstract] | ||||||
Advisory fee | 150,000 | |||||
Excise Tax [Abstract] | ||||||
Excise tax | 2,235,006 | $ 0 | ||||
Minimum [Member] | ||||||
Marketing Fee Agreement [Abstract] | ||||||
Payment to advisors upon close | $ 2,000,000 | |||||
Maximum [Member] | ||||||
Registration and Stockholder Rights [Abstract] | ||||||
Number of demands eligible security holder can make | Demand | 3 | |||||
Marketing Fee Agreement [Abstract] | ||||||
Payment to advisors upon close | $ 6,000,000 | |||||
IPO [Member] | ||||||
Underwriting Agreement [Abstract] | ||||||
Deferred underwriting fee per unit (in dollars per share) | $ / shares | $ 0.376 | |||||
Class A Common Stock [Member] | ||||||
Excise Tax [Abstract] | ||||||
Common stock subject to possible redemption (in shares) | shares | 1,717,578 | 23,000,000 | 3,985,213 | 21,282,422 | ||
Aggregate redemption amount | $ 223,500,610 | $ 43,640,022 | $ 179,860,588 | |||
Excise tax liability | 1% | |||||
Excise tax | $ 2,235,006 | |||||
Class B Common Stock [Member] | ||||||
Underwriting Agreement [Abstract] | ||||||
Increase in income available to common stock | $ 8,650,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements, Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 01, 2023 | May 09, 2023 | Dec. 31, 2022 |
Liabilities [Abstract] | ||||
Warrant liability | $ 454,000 | $ 1,135,000 | ||
Recurring [Member] | Level 1 [Member] | ||||
Assets [Abstract] | ||||
Investments held in Trust Account | 62,418,210 | 237,038,010 | ||
Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liability | 230,000 | 575,000 | ||
Recurring [Member] | Level 1 [Member] | Private Warrants [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liability | 0 | 0 | ||
Recurring [Member] | Level 1 [Member] | Working Capital Loan Conversion Option [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liability | 0 | |||
Recurring [Member] | Level 2 [Member] | ||||
Assets [Abstract] | ||||
Investments held in Trust Account | 0 | 0 | ||
Recurring [Member] | Level 2 [Member] | Public Warrants [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liability | 0 | 0 | ||
Recurring [Member] | Level 2 [Member] | Private Warrants [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liability | 0 | 0 | ||
Recurring [Member] | Level 2 [Member] | Working Capital Loan Conversion Option [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liability | 0 | |||
Recurring [Member] | Level 3 [Member] | ||||
Assets [Abstract] | ||||
Investments held in Trust Account | 0 | 0 | ||
Recurring [Member] | Level 3 [Member] | Public Warrants [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liability | 0 | 0 | ||
Recurring [Member] | Level 3 [Member] | Private Warrants [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liability | 224,000 | $ 560,000 | ||
Recurring [Member] | Level 3 [Member] | Working Capital Loan Conversion Option [Member] | ||||
Liabilities [Abstract] | ||||
Warrant liability | 0 | |||
Promissory Note [Member] | Maximum [Member] | ||||
Promissory Note [Abstract] | ||||
Principal amount | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements, Key Inputs for Private Placement Warrants and Public Warrants at Initial Measurement (Details) | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Term | 5 years | |
Warrant [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Term | 3 months | 3 months |
Warrant [Member] | Risk-Free Interest Rate [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0.0381 | 0.0395 |
Warrant [Member] | Common Stock Price [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 10.89 | 10.18 |
Warrant [Member] | Dividend Yield [Member] | ||
Key inputs into Monte Carlo Simulation Model [Abstract] | ||
Measurement input | 0 | 0 |
Recurring Fair Value Measurem_5
Recurring Fair Value Measurements, Changes in Fair Value of Warrant Liabilities (Details) - Level 3 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in Fair Value of Warrant Liabilities [Roll Forward] | ||
Fair value, beginning of period | $ 560,000 | $ 5,824,000 |
Change in fair value | $ (336,000) | $ (5,264,000) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of warrant liabilities | Change in fair value of warrant liabilities |
Fair value, end of period | $ 224,000 | $ 560,000 |
Stockholder's Deficit (Details)
Stockholder's Deficit (Details) | 10 Months Ended | 12 Months Ended | |||||
Dec. 21, 2023 shares | Sep. 12, 2023 | Dec. 31, 2021 Vote | Dec. 31, 2023 $ / shares shares | Dec. 29, 2023 shares | Apr. 25, 2023 shares | Dec. 31, 2022 $ / shares shares | |
Stockholders' Equity [Abstract] | |||||||
Preference shares, shares authorized (in shares) | 1,000,000 | 1,000,000 | |||||
Preference shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preference shares, shares issued (in shares) | 0 | 0 | |||||
Preference shares, shares outstanding (in shares) | 0 | 0 | |||||
Stock conversion basis of Class B to Class A Ordinary shares at time of initial Business Combination | 1 | ||||||
As-converted percentage for Class A ordinary shares after conversion of Class B shares | 20% | ||||||
Sponsor [Member] | |||||||
Stockholders' Equity [Abstract] | |||||||
Number of Class B common stock into shares of Class A common stock (in shares) | 5,000,000 | ||||||
Stock conversion basis of Class B to Class A Ordinary shares at time of initial Business Combination | 1 | ||||||
Class A Common Stock [Member] | |||||||
Stockholders' Equity [Abstract] | |||||||
Ordinary shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of votes per share | Vote | 1 | ||||||
Ordinary shares, shares issued (in shares) | 5,000,000 | 0 | |||||
Ordinary shares, shares outstanding (in shares) | 5,000,000 | 0 | |||||
Common stock subject to possible redemption (in shares) | 1,717,578 | 3,985,213 | 21,282,422 | 23,000,000 | |||
Class B Common Stock [Member] | |||||||
Stockholders' Equity [Abstract] | |||||||
Ordinary shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of votes per share | Vote | 1 | ||||||
Ordinary shares, shares issued (in shares) | 750,000 | 5,750,000 | |||||
Ordinary shares, shares outstanding (in shares) | 750,000 | 5,750,000 | |||||
Class B Common Stock [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||
Stockholders' Equity [Abstract] | |||||||
Ordinary shares, shares outstanding (in shares) | 5,750,000 | ||||||
Stock conversion basis of Class B to Class A Ordinary shares at time of initial Business Combination | 1 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Tax Asset [Abstract] | ||
Federal net operating loss | $ 0 | $ 0 |
Organizational costs/Startup expenses | 966,411 | 418,972 |
Total deferred tax asset | 966,411 | 418,972 |
Valuation allowance | (966,411) | (418,972) |
Deferred tax asset, net of allowance | 0 | 0 |
Federal [Abstract] | ||
Current | 1,078,985 | 645,442 |
Deferred | (531,316) | (329,066) |
State and Local [Abstract] | ||
Current | 32,746 | 0 |
Deferred | (16,125) | 0 |
Change in valuation allowance | 547,441 | 329,066 |
Income tax provision | 1,111,731 | 645,442 |
Operating Loss Carryforwards [Abstract] | ||
Net operating loss carryover | $ 0 | $ 0 |
Reconciliation of Federal Income Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State taxes, net of federal tax benefit | 0.60% | 0% |
Tax penalty | 0.10% | 0% |
Change in fair value of warrant liability | (13.00%) | (18.40%) |
Warrant transaction costs | (5.90%) | 0% |
Business Combination expenses | 47.40% | 0% |
Change in valuation allowance | 47.70% | 2.70% |
Income tax provision | 97.90% | 5.30% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||||||
Jan. 08, 2024 | Dec. 01, 2023 | Oct. 31, 2023 | Mar. 31, 2024 | Mar. 27, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | |||||||
Additional cash deposited in Trust Account | $ 162,500 | $ 162,500 | |||||
Funds withdrawn from trust account reserved to payment of taxes | $ 75,773 | $ 0 | |||||
Subsequent Event [Member] | |||||||
Subsequent Events [Abstract] | |||||||
Additional cash deposited in Trust Account | $ 103,055 | $ 34,352 | |||||
Funds withdrawn from trust account reserved to payment of taxes | $ 75,773 |