Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | May 03, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | Insight Acquisition Corp. /DE | ||
Entity Central Index Key | 0001862463 | ||
Entity File Number | 001-40775 | ||
Entity Tax Identification Number | 86-3386030 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 34,404,471 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 333 East 91st Street | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10128 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (609) | ||
Local Phone Number | 751-9193 | ||
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | ||
Trading Symbol | INAQU | ||
Security Exchange Name | NASDAQ | ||
Class A Common Stock, $0.0001 par value | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | ||
Trading Symbol | INAQ | ||
Security Exchange Name | NASDAQ | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | ||
Trading Symbol | INAQW | ||
Security Exchange Name | NASDAQ | ||
Class A Common stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,100,945 | ||
Class B Common stock | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 900,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | WithumSmith+Brown, PC |
Auditor Firm ID | 100 |
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash | $ 171,583 | |
Restricted cash | 314,482 | |
Prepaid expenses | 105,568 | 367,219 |
Due from Sponsor | 1,074,015 | |
Total current assets | 1,689,065 | 538,802 |
Investments held in the Trust Account | 10,664,690 | 244,314,622 |
Total Assets | 12,353,755 | 244,853,424 |
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||
Accounts payable | 89,311 | 128,835 |
Accrued expenses | 968,309 | 68,216 |
Due to Shareholders | 628,758 | |
Income tax payable | 100,036 | 467,991 |
Excise tax payable | 2,348,302 | |
Franchise tax payable | 149,041 | |
Total current liabilities | 5,260,471 | 899,083 |
Deferred tax liability | 9,935 | 156,593 |
Deferred underwriting commissions in connection with the Initial Public Offering | 6,600,000 | 12,000,000 |
Derivative liabilities | 623,090 | 84,890 |
Total Liabilities | 12,493,496 | 13,140,566 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 1,000,945 and 24,000,000 redeemable shares at approximately $10.84 and $10.15 per share redemption value at December 31, 2023 and 2022, respectively | 10,847,403 | 243,597,590 |
Stockholders’ Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at December 31, 2023 and 2022 | ||
Additional paid-in capital | 509,211 | |
Accumulated deficit | (11,496,955) | (11,885,332) |
Total stockholders’ deficit | (10,987,144) | (11,884,732) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | 12,353,755 | 244,853,424 |
Class A Common Stock | ||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||
Due to Shareholders | 628,758 | |
Class A common stock subject to possible redemption, $0.0001 par value; 1,000,945 and 24,000,000 redeemable shares at approximately $10.84 and $10.15 per share redemption value at December 31, 2023 and 2022, respectively | 10,847,403 | 243,597,590 |
Stockholders’ Deficit: | ||
Common stock value | 510 | |
Class B Common Stock | ||
Stockholders’ Deficit: | ||
Common stock value | 90 | 600 |
Related Party | ||
Assets: | ||
Due from related party | 195,000 | |
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||
Due to related party | 805,000 | 85,000 |
Investor | ||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||
Due to investor, net of debt discount | 320,755 | |
Trust Account | ||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit: | ||
Due to Shareholders | $ 628,758 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Class A common stock, shares subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class A ordinary shares, shares subject to possible redemption outstanding | 1,000,945 | 24,000,000 |
Class A common stock, shares subject to possible redemption per share (in Dollars per share) | $ 10.84 | $ 10.15 |
Common stock, par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Nonredeemable Class A Common Stock | ||
Common stock, shares outstanding | 5,100,000 | 0 |
Common stock, shares issued | 5,100,000 | 0 |
Class B Common Stock | ||
Common stock, par or stated value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares outstanding | 900,000 | 6,000,000 |
Common stock, shares issued | 900,000 | 6,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 2,419,328 | $ 1,305,836 |
Franchise tax expenses | 143,200 | 205,992 |
Loss from operations | (2,862,528) | (1,511,828) |
Other income (expense): | ||
Change in fair value of derivative liabilities | (538,200) | 10,711,300 |
Change in initial value of Forward Purchase Agreement Liability | 86,369 | |
Interest expense – debt discount | (112,054) | |
Gain on investments held in Trust Account | 3,117,552 | 3,332,546 |
Gain on forgiveness of deferred underwriting fee payable | 273,110 | |
Total other income, net | 2,826,777 | 14,043,846 |
(Loss) Income before income tax expense | (35,751) | 12,532,018 |
Income tax expense | (615,387) | (624,584) |
Net (loss) income | $ (651,138) | $ 11,907,434 |
Class A Redeemable common stock | ||
Other income (expense): | ||
Weighted average shares outstanding, basic (in Shares) | 5,965,080 | 24,000,000 |
Basic net (loss) income per common share (in Dollars per share) | $ (0.05) | $ 0.4 |
Class A Non-Redeemable common stock | ||
Other income (expense): | ||
Weighted average shares outstanding, basic (in Shares) | 3,982,192 | |
Basic net (loss) income per common share (in Dollars per share) | $ (0.05) | |
Class B Common stock | ||
Other income (expense): | ||
Weighted average shares outstanding, basic (in Shares) | 2,017,808 | 6,000,000 |
Basic net (loss) income per common share (in Dollars per share) | $ (0.05) | $ 0.4 |
Related Party | ||
General and administrative expenses - related party | $ 300,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Redeemable common stock | ||
Weighted average shares outstanding, diluted | 5,965,080 | 24,000,000 |
Diluted net (loss) income per common share | $ (0.05) | $ 0.40 |
Class A Non-Redeemable common stock | ||
Weighted average shares outstanding, diluted | 3,982,192 | |
Diluted net (loss) income per common share | $ (0.05) | |
Class B Common stock | ||
Weighted average shares outstanding, diluted | 2,017,808 | 6,000,000 |
Diluted net (loss) income per common share | $ (0.05) | $ 0.40 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Class A Common Stock | Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 600 | $ (21,395,176) | $ (21,394,576) | ||
Balance (in Shares) at Dec. 31, 2021 | 6,000,000 | ||||
Accretion of Class A common stock subject to redemption value | (2,397,590) | (2,397,590) | |||
Net income (loss) | 11,907,434 | 11,907,434 | |||
Balance at Dec. 31, 2022 | $ 600 | (11,885,332) | (11,884,732) | ||
Balance (in Shares) at Dec. 31, 2022 | 6,000,000 | ||||
Accretion of Class A common stock subject to redemption value | (969,734) | 3,387,817 | 2,418,083 | ||
Contributions from Sponsor | 100,000 | 100,000 | |||
Initial Value of Forward Purchase Agreement | (86,369) | (86,369) | |||
Class B common stock converted to Class A common stock on a one for one basis | $ 510 | $ (510) | |||
Class B common stock converted to Class A common stock on a one for one basis (in Shares) | 5,100,000 | (5,100,000) | |||
Fair value of Subscription Shares in connection with Subscription Agreement | 391,299 | 391,299 | |||
Contribution receivable from the Sponsor | 1,074,015 | 1,074,015 | |||
Excise tax | (2,348,302) | (2,348,302) | |||
Net income (loss) | (651,138) | (651,138) | |||
Balance at Dec. 31, 2023 | $ 510 | $ 90 | $ 509,211 | $ (11,496,955) | $ (10,987,144) |
Balance (in Shares) at Dec. 31, 2023 | 5,100,000 | 900,000 |
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 (loss) income | $ (651,138) | $ 11,907,434 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Change in initial value of derivative liabilities | 538,200 | (10,711,300) |
Interest expense - debt discount | 112,054 | |
Gain on investments held in Trust Account | (3,117,552) | (3,332,546) |
Gain on forgiveness of deferred underwriting fee payable | (273,110) | |
Change in fair value of forward purchase agreement | (86,369) | |
Deferred tax (benefit) expense | (146,658) | 156,593 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 261,651 | 509,098 |
Accounts payable | (39,524) | 94,503 |
Accrued expenses | 900,093 | |
Accrued expenses – related party | 72,253 | |
Due to related party | 300,000 | |
Income tax payable | (367,955) | 467,991 |
Franchise tax payable | (149,041) | 8,767 |
Due from related party | (195,000) | |
Net cash used in operating activities | (2,914,349) | (827,207) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | 2,497,248 | 205,853 |
Cash withdrawn from Trust Account in connection with redemption | 234,830,236 | |
Cash deposited in Trust Account | (560,000) | |
Net cash provided by investing activities | 236,767,484 | 205,853 |
Cash Flows from Financing Activities: | ||
Contributions from Sponsor | 100,000 | |
Due to related party | 420,000 | |
Increase in Due to Investor | 600,000 | |
Offering costs paid | (85,000) | |
Redemption of Class A common stock | (234,830,236) | |
Net cash used in financing activities | (233,710,236) | (85,000) |
Net change in cash and restricted cash | 142,899 | (706,354) |
Cash and restricted cash – beginning of the year | 171,583 | 877,937 |
Cash and restricted cash – end of the year | 314,482 | 171,583 |
Cash | 171,583 | |
Restricted Cash | 314,482 | |
Supplemental disclosure of noncash activities: | ||
Forgiveness of deferred underwriting fee payable | 5,126,890 | |
Value of excise tax liability | 2,348,302 | |
Capital contribution from Sponsor | $ 1,074,015 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations Insight Acquisition Corp. (the “Company”) was incorporated in Delaware on April 20, 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 emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company has one subsidiary, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”), a direct wholly owned subsidiary of the Company incorporated in on October 10, 2023. As of December 31, 2023 the subsidiary had no activity. As of December 31, 2023, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below and subsequent to the Initial Public Offering, the search for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company’s sponsor is Insight Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 1, 2021. On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions (see Note 5) and offering costs allocated to derivate warrant liabilities, respectively. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,500,000 and 1,200,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”) and Odeon Capital Group, LLC (“Odeon”), respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million (see Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $241.2 million ($10.05 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 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, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the 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”). The Company will provide the holders of the Company’s outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholders 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 Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.05 per Public Share plus pro rata interest earned in Trust Account). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the holders of 65% of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 3) and any Public Shares purchased during or after the Initial Public Offering, and the Anchor Investors (as defined below in Note 3) agreed to vote any Founder Shares held by them in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Company’s Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The Sponsor and the Company’s officers and any other holders of the Founder Shares immediately prior to the Initial Public Offering (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. The Anchor Investors are not entitled to (i) redemption rights with respect to any Founder Shares held by them in connection with the completion of the initial Business Combination, (ii) redemption rights with respect to any Founder Shares held by them in connection with a stockholder vote to amend the Certificate of Incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (iii) rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the initial Business Combination within the Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period). If the Company is unable to complete a Business Combination by June 7, 2024, which may be extended only by the vote of our stockholders to approve an amendment to our amended and restated certificate of incorporation (the “Combination Period”) the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. On March 6, 2023 the Company held a special meeting (the “Special Meeting”) of stockholders. At the Special Meeting, the Company’s stockholders were asked to vote on the following items: (i) a proposal to amend the Charter to extend the date by which the Company has to consummate a business combination for an additional one month, from March 7, 2023 to April 7, 2023 and thereafter, at the discretion of the board of directors of the Company and without a vote of the stockholders, up to five (5) times for an additional one month each time, for a total of up to five additional months to September 7, 2023 (the “First Charter Amendment Proposal”), (ii) a proposal to amend the Company’s Charter to eliminate from the Charter the limitation that the Company may not redeem public shares 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 Exchange Act) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Second Charter Amendment Proposal”), (iii) a proposal to amend the Charter to provide for the right of a holder of Class B common stock of the Company, par value $0.0001 per share (“Class B Common Stock”) to convert such shares into shares of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”) on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Third Charter Amendment Proposal” and together with the First Charter Amendment Proposal and the Second Charter Amendment Proposal, the “Charter Amendment Proposals”) and (iv) a proposal to direct the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve each of the Charter Amendment Proposals. In connection with the Extension, the holders of 21,151,393 Class A common shares, representing approximately 88.1% of the Company’s issued and outstanding Class A common shares, elected to redeem their shares. Following such redemptions, approximately $28,744,831 remained in the trust account and 2,848,607 shares of Class A Common Stock remained issued and outstanding. On March 28, 2023, the board of directors of the Company approved a one-month extension of the date by which the Company has to consummate a business combination to May 7, 2023 and authorized management to deposit $80,000 into the Trust Account for such extension. Accordingly, management deposited $80,000 into the Trust Account and the date by which the Company has to consummate a business combination has been extended to May 7, 2023. On May 2, 2023, the board of directors of the Company approved an additional one-month extension to June 7, 2023 and deposited an additional $80,000 into the Trust Account. On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase the Company’s Class A Common Stock from holders (other than the Company or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by the Company in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 shares of the Company Class A Common Stock purchased in the Company’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares). On April 3, 2023, the Company entered into a Business Combination Agreement (“Avila BCA”) with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023. On April 18, 2022, the Company received a notification from the New York Stock Exchange (“NYSE”) that it was in violation of NYSE requirements as it had failed to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”) and that if the Form 10-K is not filed with the SEC by 2:30 p.m. Eastern Time on April 21, 2023, NYSE post the Company to the NYSE’s late filers list on the Profile, Data and News pages with respect to each of the Company’s securities (the “LF Designation”). Effective April 19, 2022, the Company filed the Form 10-K and that same day the Company received additional correspondence from the NYSE acknowledging that the filing had been made and cancelling its prior correspondence and stating that the LF Designation would not be posted on the Profile, Data and News pages with respect to each of the Company’s securities. On April 27, 2023, the Company issued a press release reporting that the Company will transfer the listing of its securities to The Nasdaq Stock Market (“Nasdaq”). In the press release, the Company stated that its securities will commence trading on Nasdaq upon the market open on Tuesday, May 2, 2023. The Company’s Class A common stock will continue trading under the ticker symbol “INAQ” on the Nasdaq Global Market and the Company’s units and warrants will continue trading under the ticker symbols “INAQU” and “INAQW,” respectively, on the Nasdaq Capital Market. On May 24, 2023, the Company received a notification from the Nasdaq that it was not in compliance with Nasdaq Listing Rule 5250I(1) as it had failed to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”). Under the Nasdaq Listing Rules, the Company now has 60 calendar days to submit a plan to regain compliance and if the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until November 20, 2023, to regain compliance. The Company subsequently filed the Form 10-Q for the quarter ended March 31, 2023 on June 2, 2023, regaining compliance. On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to the Company $300,000 in partial reimbursement of expenses incurred by the Company in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination, from March 7, 2023 to September 7, 2023. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement warrants of the Company at a price of $1.00 per unit. The loan will be forgiven, except to the extent of any funds held outside of the Company’s trust account, by the Sponsor, if Company is unable to consummate an initial business combination. On November 6, 2023, the Company and the Sponsor entered into a written agreement (the “Rescission Agreement”) to rescind and nullify that certain promissory note in the principal amount of $480,000 and executed on August 17, 2023 (the “Note”) pursuant to which the Company agreed to pay the Sponsor the principal amount of $480,000 subject to the terms and conditions of the Note. Upon execution and delivery of the Rescission Agreement, the Note, in its entirety, is hereby irrevocably rescinded, abrogated, cancelled and rendered null and void ab initio and of no force or effect whatsoever, and the positions among the Company and the Sponsor shall be restored to what would have existed had they not entered into the Note. As approved by its stockholders at the annual meeting of stockholders held on September 6, 2023 (the “Annual Meeting”), the Company filed a Second Amendment (the “Second Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on September 6, 2023 to modify the terms and extend Combination Period by which the Company has to consummate an initial business combination (the “Business Combination”) from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. In connection with the stockholder’s vote at the Annual Meeting, 1,847,662 shares were tendered for redemption in exchange for a total redemption payment of $19,208,848. On September 7, 2023, October 7, 2023, November 7, 2023, December 15, 2023, January 5, 2024, February 2, 2024, February 7, 2024, March 20, 2024 and May 6, 2024 the Company deposited $20,000 into the Trust Account on each date, to extend the Business Combination Period from September 7, 2023 to June 7, 2024. Effective as of October 13, 2023, the Company, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The Board of Directors of the Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K, dated October 17, 2023. In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc., a Florida corporation. On December 28, 2023, the Company filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (the “Registration Statement”) in connection with the proposed business combination with Alpha Modus, Corp. based in Metro-Charlotte, NC (the “Business Combination”). The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.05. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. 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 the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any share redemption or other share repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise will depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. The Company held a meeting on March 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the Combination Period, from March 7, 2023, monthly for up to six additional months at the election of the Company, ultimately until as late as September 7, 2023 (the “Extension”, and such extension date the “Extended Date”). In connection with the March 6, 2023 meeting, 21,151,393 shares of the Company’s common stock were redeemed with a total redemption payment of $215,621,387. The Company held its annual meeting on September 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the Combination Period, from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. In connection with the stockholder’s vote at the Annual Meeting, 1,847,662 shares were tendered for redemption in exchange for a total redemption payment of $19,208,848. As a result, the Company booked a liability of $2,348,302 for the excise tax based on 1% of shares redeemed during the reporting period. For interim periods, an entity is not required to estimate future stock repurchases and stock issuances to measure its excise tax obligation. Rather, an entity can generally record the obligation on an as-incurred basis. In other words, the excise tax obligation recognized at the end of a quarterly financial reporting period is calculated as if the end of the quarterly period was the end of the annual period for which the excise tax obligation is payable. Pursuant to the AM BCA, (i) in the event the business combination contemplated by the AM BCA occurs, then the surviving company shall pay the Company’s excise tax liability; (ii) if Alpha Modus does not obtain its shareholders approval of the business combination, or Alpha Modus breaches the AM BCA, then Alpha Modus will be responsible to pay the Company’s excise tax liability; and (iii) if an Alpha Modus material adverse effect occurs and the business combination does not close, or if Alpha Modus fails to close the business combination for any reason other than a material breach by the Company, then Alpha Modus will be responsible to pay the Company’s excise tax liability. In all other circumstances the Company will be responsible to pay the Company’s excise tax liability, except if the Company liquidates prior to December 31, 2023, in which event there will be no excise tax liability. The Company will not use any of the funds held in the Trust Account and any additional amounts deposited into the Trust Account, as well as any interest earned thereon, to pay for the Company’s excise tax liability. In addition, because the excise tax would be payable by the Company and not by the redeeming holders, the mechanics of any required payment of the excise tax by the Company have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. In October 2023, the Israel-Hamas war commenced. As a result of the war, instability in the Middle East and various other regions of the world may occur and effect the world economy. Various nations, including the United States, as a reaction to the Israel-Hamas war have begun taking actions that may further affect the world economy. Such effects on the world economy are not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these consolidated financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other |
Restatement to Prior Period Fin
Restatement to Prior Period Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Restatement to Prior Period Financial Statements [Abstract] | |
Restatement to Prior Period Financial Statements | Note 2 – Restatement to Prior Period Financial Statements During the course of preparing the annual report on Form 10-K for the year ended December 31, 2023, the Company identified an amount due to shareholders which was identified during the year ended December 31, 2023 and not accounted for during the September 30, 2023 Form 10-Q review and filing. During the period in which the over withdrawals occurred, the Company held its annual meeting on September 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the Combination Period, from September 7, 2023 to June 7, 2024 (as noted in Note 1). In connection with the stockholder’s vote at the annual meeting, there was a share redemption in exchange for a redemption payment paid to the redeeming shareholders. Upon calculation of the over withdrawals, the Company determined that $628,758 of the over withdrawn amount is due to those redeemed shareholders and has accounted for this on the balance sheet as due to shareholders as of December 31, 2023, however, this amount should have been recorded as of September 30, 2023. Additionally, of the $1,049,359 over withdrawal amount noted above, $994,950 was over withdrawn as of September 30, 2023 and should be accounted of as due from Sponsor. The Company determined these errors were material to the Form 10-Q for the three and nine months ended September 30, 2023. The below table represent the impact and adjustments to the financial statements: As Adjustments As Unaudited Condensed Balance sheet as of September 30, 2023 Due from Sponsor $ — $ 994,950 $ 994,950 Due to Shareholders $ — $ 628,758 $ 628,758 Total Current Liabilities $ 4,626,318 $ 628,758 $ 5,255,076 Total Liabilities $ 11,900,123 $ 628,758 $ 12,528,881 Class A common stock subject to possible redemption $ 11,221,524 $ (628,758 ) $ 10,592,766 Additional paid-in capital $ — $ 293,484 $ 293,484 Accumulated deficit $ (11,262,854 ) $ 701,466 $ (10,561,388 ) Total stockholders’ deficit $ (11,262,254 ) $ 994,950 $ (10,267,304 ) Total Liabilities, Class A Common Stock subject to possible redemption $ 11,859,393 $ 994,950 $ 12,854,343 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 3 - Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Restricted Cash The Company has $314,482 of restricted cash to be used to pay for taxes as of December 31, 2023. There was no restricted cash balance as of December 31, 2022. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 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,” equals or approximates the carrying amounts represented in the consolidated balance sheets, except for the derivative liabilities (see Note 11). Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On October 16, 2021, the over-allotment option expired unexercised. The Forward Purchase Agreement entered into on March 29, 2023 included elements that require liability classification under ASC 480. Accordingly, the Company recognizes the Forward Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as it is outstanding. The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put Option Pricing model, which analyzed and incorporated into the model the put price, the risk-free rate, the variable term, the settlement features, the likelihood of completing a business combination and the early termination provisions. The model estimates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, exercise price, etc.). Probabilities were assigned to each variable such as the timing and pricing of events over the term of the instruments based on management projections. The fair value was adjusted for the market implied likelihood of completing a business combination. Capital Call Loan The Company analyzed the Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”, and concluded that, (i) the Subscription Shares (as defined in Note 5) issuable under the Subscription Agreement are not required to be accounted for as a liability under ASC 480 or ASC 815, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction are classified and accounted for as equity. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares shall be allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds so allocated to the Subscription Shares shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. This results in a debt discount, which shall be accounted for as interest and amortized as interest expense over the life of the loan. As of December 31, 2023, the Company received $600,000 under the Subscription Agreement and recorded the amounts as a due to investors, net of debt discount of $279,245, on the accompanying condensed consolidated balance sheets. As of December 31, 2022 there is no amount outstanding under the Capital Call Loan. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were offset by a full valuation allowance as of December 31, 2023 and 2022. Deferred tax liabilities were $9,935 and $156,593 as of December 31, 2023 and 2022, respectively. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,000,945 and 24,000,000 shares of Class A common stock subject to possible redemption as of December 31, 2023 and 2022, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the years ended December 31, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Year Ended 2023 2022 Class A Class A non- Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (324,619 ) $ (216,710 ) $ (109,809 ) $ 9,525,947 $ 2,383,487 Denominator: Basic and diluted weighted average common shares outstanding 5,965,080 3,982,192 2,017,808 24,000,000 6,000,000 Basic and diluted net (loss) income per common share $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.40 $ 0.40 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 4 - Initial Public Offering On September 7, 2021, the Company consummated its Initial Public Offering of 24,000,000 Units, generating gross proceeds of $240.0 million, and incurring offering costs of approximately $17.5 million, of which approximately $12.0 million and approximately $668,000 were for deferred underwriting commissions and offering costs allocated to derivative warrant liabilities, respectively. Each Unit consists of one share of Class A common stock, and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). Of the 24,000,000 Units sold in the Initial Public Offering, 23,760,000 Units were purchased by certain qualified institutional buyers or institutional accredited investors which are not affiliated with any member of the Company management (the “Anchor Investors”). In connection with the sale of Units to the Anchor Investors, the Sponsor transferred an aggregate of 1,350,000 of the Company’s Class B common stock held by the Sponsor (the “Founder Shares”) to the Anchor Investors at a price of approximately $0.004 per Founder Share. The Company determined that the excess of the fair value of the Founder Shares acquired by the Anchor Investors over the price paid by such Anchor Investors should be recognized as an offering cost in accordance with SEC Staff Accounting Bulletin Topic 5A. The Company estimated the fair value of the Founder Shares sold to the Anchor Investors to be $2.37 per share or an aggregate of approximately $3.2 million, based on third-party transactions in the Sponsor’s equity interests. Accordingly, the offering cost is allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the Public Warrants are expensed as incurred. Offering costs allocated to the Public Shares are charged against the carrying value of Class A common stock upon the completion of the Initial Public Offering. The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On October 16, 2021, the over-allotment option expired unexercised. |
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 On May 5, 2021, the Sponsor paid for certain offering costs totaling $25,000 on behalf of the Company in exchange for issuance of 6,181,250 shares of the Company’s Founder Shares, par value $0.0001 per share. On July 29, 2021, the Company effected a 1:1.1162791 stock split of Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. In connection with the sale of Units to the Anchor Investors, the Sponsor transferred 1,350,000 Founder Shares to the Anchor Investors, as described in Note 3, above. The Sponsor agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Founder Shares will represent 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On October 16, 2021, the over-allotment option expired unexercised. As such, 900,000 shares of Class B common stock were forfeited. On March 22, 2023, 5,100,000 shares of Class B common stock were exchanged for an equal number of shares of Class A common stock. Such shares are not entitled to redemption rights. The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination and (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, the Founder Shares will be released from the lockup. Contributed Capital During the quarter ended March 31, 2023, the Sponsor contributed $100,000 to the Company for no consideration. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,500,000 and 1,200,000 Private Placement Warrants to the Sponsor and Cantor and Odeon, respectively, for an aggregate of 8,700,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, generating proceeds of $8.7 million. Each Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor and the underwriters was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. Except as set forth below, the Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor, the underwriters or their permitted transferees. The Sponsor, the underwriters and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Related Party Loans On April 30, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. The Company borrowed approximately $163,000 under the Note. On September 7, 2021, the Company repaid $157,000 of Note balance and repaid the remaining balance of approximately $6,000 in full on September 13, 2021. Subsequent to the repayment, the facility was no longer available to the Company. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans. Services Agreement On September 1, 2021, the Company entered into an agreement with the Sponsor, pursuant to which the Company agreed to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to or incurred by members of the Company’s management team until the earlier of the Company’s consummation of a Business Combination and the Company’s liquidation. For the years ended December 31, 2023 and 2022, the Company incurred approximately $120,000, under the services agreement in the consolidated statements of operations. As of December 31, 2023 and 2022, $160,000 and $40,000 were included in due to related party on the consolidated balance sheets, respectively. The board of directors has also approved payments of up to $15,000 per month, through the earlier of the consummation of the Company’s initial Business Combination or its liquidation, to members of the Company’s management team for services rendered to the Company. In addition, the Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, executive officers or directors, or the Company’s or their affiliates. For the years ended December 31, 2023 and 2022, the Company incurred approximately $180,000 under the services agreement. As of December 31, 2023 and 2022, $225,000 and $45,000 were included in due to related party on the consolidated balance sheets, respectively. Promissory Note – Related Party On August 17, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $480,000 (the “Note”) to the Sponsor, in exchange for the Sponsor advancing $480,000 to the Company to fund six one-month extensions of the amount of time the Company has to complete its initial business combination, from March 7, 2023 to September 7, 2023. The Note does not bear interest and matures upon the closing of an initial business combination by the Company. In addition, at the option of the holder, the Note may be paid by the Company through the issuance of private placement warrants of the Company at a price of $1.00 per unit. The loan will be forgiven, except to the extent of any funds held outside of the Company’s trust account, by the Sponsor, if Company is unable to consummate an initial business combination. As of December 31, 2023 there was no amounts drawn from the promissory note and on November 6, 2023 the Company and the Sponsor entered into a written agreement to rescind and nullify the promissory note. Due to related party As of December 31, 2023, the Sponsor advanced a total of $420,000 to the Company of which $400,000 was deposited to the Trust to extend the Business Combination Period from April 7, 2023 to September 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on March 6, 2023 allowing the Company to consummate an initial business combination from March 7, 2023 to September 7, 2023, provided that the Company deposits the lesser of $80,000 and $0.04 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension and $20,000 was deposited to the Trust to extend the Business Combination period from September 7, 2023 to October 7, 2023 based on the Amended and Restated Certificate of Incorporation as amended on September 6, 2023 allowing the Company to consummate an initial business combination from September 7, 2023 to June 7, 2024, provided that the Company deposits the lesser of $20,000 and $0.02 for each outstanding share of common stock sold in the Company’s initial public offering into the Trust Account, as defined in the Charter for each one-month extension. As of December 31, 2023 and 2022, $420,000 and $0 were included in due to related party on the consolidated balance sheets, respectively. Due from related party On July 20, 2023 and August 7, 2023, a total of $891,000 was transferred to the Sponsor from the operating bank account, of which a total of $616,000 was paid back on October 10, 2023, October 11, 2023 and December 13, 2023. Additionally, during the year ended December 31, 2023 the Sponsor paid operating expenses on behalf of the Company with a total value of $80,000 which has been netted against the amount owed. As of December 31, 2023 and 2022, there were $195,000 and $0 amounts outstanding from the Sponsor, 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 Rights The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), were entitled to registration rights pursuant to a registration and stockholder rights agreement signed prior to the consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of $0.20 per unit, or $4.8 million in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.50 per unit, or $12.0 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. If the underwriters’ over-allotment option was fully exercised, $0.70 per over-allotment unit, or up to an additional approximately $2.5 million, or approximately $14.5 million in the aggregate, would have been deposited in the Trust Account as deferred underwriting commissions. On October 16, 2021, the over-allotment option expired unexercised. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On March 28, 2023, the Company received a waiver from one of the underwriters of its Initial Public Offering pursuant to which such underwriter waived all rights to $5.4 million of its $8.4 million deferred underwriting commissions payable upon completion of an initial Business Combination. As a result, the Company recognized $273,110 of gain on forgiveness of underwriting fee payable and $5,126,890 toward Class A redeemable shares in relation to the forgiveness of the deferred underwriter fee allocated to the underwriter in the accompanying consolidated financial statements. In connection with this waiver, the underwriter also agreed that the remainder of the deferred underwriting fee of $3.0 million will be payable upon the consummation of the business combination. As of December 31, 2023 and 2022, $6,600,000 and $12,000,000 were outstanding under deferred underwriting fee payable, respectively. Forward Share Purchase Agreement On March 29, 2023, the Company entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Avila, Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP (collectively, “Seller”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”). Pursuant to the terms of the Forward Purchase Agreement, Seller intends but is not obligated to purchase shares of SPAC Class A Common Stock from holders (other than SPAC or its affiliates) who have elected to redeem such shares in connection with the Proposed Transactions. Purchases by Seller will be made through brokers in the open market after the redemption deadline in connection with the Proposed Transactions at a price no higher than the redemption price to be paid by SPAC in connection with the Proposed Transactions (the “Initial Price”). The Shares purchased by the Seller, other than the Share Consideration Shares are referred to herein as the “Recycled Shares.” The Seller also may sell 2,376,000 shares of SPAC Class A Common Stock purchased in the SPAC’s initial public offering (“IPO Shares”) in the Forward Purchase Transaction, up to a maximum of 2,500,000 shares of Class A Common Stock (including any Recycled Shares). The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023, as described below. Business Combination Agreements On April 3, 2023, the Company entered into a Business Combination Agreement with Avila Energy Corporation, an Alberta corporation (“Avila”), pursuant to which the Company will acquire Avila for consideration of shares of the Company following its redomicile into the Province of Alberta. The business combination agreement and related executed agreements included supporting agreements and a forward share purchase agreement are more fully described and filed with the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2023. On August 10, 2023, the Company and Avila entered into a Letter Agreement providing for the mutual termination of the Avila BCA. The Letter Agreement provides for the mutual release of claims against the other party and also provides that Avila will pay to the Company $300,000 in partial reimbursement of expenses incurred by the Company in connection with the Avila BCA (the “Avila Payment”). The Avila Payment is due and payable as follows: 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. Management does not believe that Avila has the funds to pay the reimbursement of expenses in connection with the Avila BCA and believes it to be uncollectible. The Company has fully valued the receivable from Avila for the reimbursement of expenses in connection with the Avila BCA as of December 31, 2023. Effective as of October 13, 2023, the Company, IAC Merger Sub Inc., a Florida corporation (“Merger Sub”) and Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), entered into a business combination agreement and plan of merger (the “AM BCA”) pursuant to which Merger Sub will merge with and into Alpha Modus with Alpha Modus as the surviving corporation and becoming a wholly owned subsidiary of the Company. The Board of Directors of the Company (the “Board”) has unanimously approved and declared advisable the AM BCA, the Merger and the other transactions contemplated thereby (the “Proposed Transactions”). A copy of the AM BCA is filed as Exhibit 2.1 in the Current Report on Form 8-K dated October 17, 2023. In connection with entering into the AM BCA, in October 2023, the Company formed IAC Merger Sub Inc, a Florida corporation. Subscription Agreement On August 30, 2023, the Company, Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an investor, entered into an agreement (the “Subscription Agreement”) in which Polar has agreed to fund the Sponsor up to $1,000,000, pursuant to written draw down requests (a “Capital Call”), and the Sponsor will in turn loan such funds to the Company, to cover the Company’s working capital expenses (each a “Sponsor Loan”). For the year ended December 31, 2023, Polar funded Sponsor $600,000 under the Subscription Agreement and the Sponsor loaned the Company $325,000 from Polar. All subsequent Capital Calls are subject to the mutual consent of the Company, Sponsor and Polar. All Capital Calls funded by Polar shall not accrue interest and are repayable by the Sponsor at the closing of the Company’s initial business combination. At the option of Polar, all Capital Calls funded by Polar may be repaid by the Company through the issuance of 1 share of Class A Common Stock for each $10 of the outstanding Capital Calls funded by Polar. Sponsor is also responsible to reimburse Polar for its reasonable attorney’s fees incurred in connection with the Subscription Agreement up to $5,000. In the event, a business combination does not occur and the Company’s liquidates, then all Capital Calls funded by Polar out of cash held in the Sponsor’s bank accounts and/or the Company’s bank accounts, excluding the Company’s Trust Account. The Sponsor Loans shall not accrue interest and shall be repaid by the Company at the closing of the business combination. In consideration of the funds received, the Company will issue, at the closing of its business combination, to Polar one (1) shares of the company’s Class A Common Stock for each dollar Polar funds through the Capital Calls (“Subscription Shares”). The Subscription Shares shall not be subject to any transfer restrictions or any other lock-up provisions, earn outs, or other contingencies. The Subscription Shares (i) to the extent feasible and in compliance with all applicable laws and regulations shall be registered as part of any registration statement issuing shares before or in connect ion with the Business Combination Closing or (ii) if no such registration statement is filed in connection with the Business Combination Closing, shall promptly be registered pursuant to the first registration statement filed by the Company or the surviving entity following the Business Combination Closing, which shall be filed no later than 30 days after the Business Combination Closing and declared effective no later than 90 days after the Business Combination Closing. The Sponsor shall not sell, transfer, or otherwise dispose of any securities owned by the Sponsor until the Subscription Shares have been transferred to the Investor and the registration statement has been made effective. In the event the Sponsor of the Company default in their obligations under the Subscription Agreement (a “Default”), then the Sponsor shall be required to transfer to Polar 0.1 share of Class A Common Stock or Class B Common Stock for each $1 that Polar has funded under the Capital Calls as of the date of such Default and shall be required repeat such issuance for each month the such Default continues. |
Class A Shares of Common Stock
Class A Shares of Common Stock Subject to Possible Redemption | 12 Months Ended |
Dec. 31, 2023 | |
Class A Shares of Common Stock Subject to Possible Redemption [Abstract] | |
Class A Shares of Common Stock Subject to Possible Redemption | Note 7 - Class A Shares of Common Stock Subject to Possible Redemption The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. In connection with the Extensions on March 6, 2023 and September 6, 2023, the holders of 21,151,393 and 1,847,662 Class A common shares, representing approximately 88.1% and 65%, respectively, of the Company’s issued and outstanding Class A common shares, elected to redeem their shares. Following such redemptions, approximately $10,426,000 will remain in the trust account and 1,000,945 shares of Class A Common Stock subject to possible redemption will remain issued and outstanding. As of December 31, 2023 and 2022, there were 1,000,945 and 24,000,000 shares of Class A common stock subject to possible redemption outstanding at $10.84 and $10.15 redemption value, respectively, all of which were subject to possible redemption. The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 240,000,000 Less: Fair value of Public Warrants at issuance (7,582,627 ) Offering costs allocated to Class A common stock subject to possible redemption (20,050,096 ) Plus: Accretion on Class A common stock subject to possible redemption amount 31,230,313 Class A common stock subject to possible redemption at December 31, 2022 243,597,590 Less: Redemptions (234,830,236 ) Due to shareholder (628,758 ) Accretion of carrying value to redemption value (2,418,083 ) Plus: Waiver of underwriting fee allocated to Class A Common Stock 5,126,890 Class A common stock subject to possible redemption at December 31, 2023 $ 10,847,403 |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Deficit [Abstract] | |
Stockholders’ Deficit | Note 8 - Stockholders’ Deficit Preferred Stock - no Class A Common Stock - Class B Common Stock - Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class B common stock and holders of Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule. The Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Warrants | Note 9 - Warrants As of December 31, 2023 and 2022, the Company has 12,000,000 and 8,700,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Stockholders or their affiliates, without taking into account any Founder Shares held by the Initial Stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as set forth below, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, the underwriters or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the underwriters or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of warrants . ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | Note 10 - Income taxes The income tax provision consists of the following for the years ended December 31, 2023 and 2022: December 31, December 31, 2023 2022 Current Federal $ 762,045 $ 467,991 State — — Deferred Federal (673,365 ) (85,640 ) State — — Change in valuation allowance 526,707 242,233 Income tax provision $ 615,387 $ 624,584 The Company’s net deferred tax assets (liability) is as follows as of December 31, 2023 and 2022: December 31, December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ 896,030 $ 369,323 Startup Costs — — Total deferred tax assets 896,030 369,323 Valuation allowance (896,030 ) (369,323 ) Deferred tax assets, net of allowance — — Deferred tax liabilities 9,935 156,593 Unrealized interest on U.S. Treasuries $ (9,935 ) $ (156,593 ) In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or 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 assets, 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. As of December 31, 2023 and 2022, the valuation allowance was $896,030 and $369,323, respectively. For the years ended December 31, 2023 and 2022, the change in valuation allowance was $526,707 and $242,233, respectively. As of December 31, 2023, the Company had no U.S. federal net operating loss carryovers and no state net operating loss carryovers available to offset future taxable income. As of December 31, 2022, the Company had no U.S. federal net operating loss carryovers and no state net operating loss carryovers available to offset future taxable income. A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Transaction costs warrants 0.0 % 0.0 % Change in fair value of warrants (316.1 )% (17.9 )% Change in fair value of Forward Purchase Agreement (50.7 )% 0.0 % Penalties & interest (3.6 )% 0.0 % True up – Start-up/Organization Costs (7.1 )% 0.0 % Change in valuation allowance (1,466.2 )% 1.9 % Income tax provision 1,721.3 % 5.0 % There were no unrecognized tax benefits as of December 31, 2023 and 2022. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. 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 been subject to income tax examinations by major taxing authorities since inception. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 11 - Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: December 31, 2023 Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 10,664,690 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 361,200 $ — Derivative liabilities-private warrants $ — $ 261,890 $ — December 31, 2022 Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 244,314,622 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 49,200 $ — Derivative liabilities-private warrants $ — $ 35,690 $ — Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a Level 1 fair value measurement on October 1, 2021 because the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement in September 2022, due to the limited trading activity of the Public Warrants at September 30, 2022 through December 31, 2023. The Private Placement Warrants were transferred from a Level 3 measurement to a Level 2 measurement in September 2022, as the Public and Private Placement Warrants are viewed as economically equivalent. There were no transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2023. Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields and quoted market prices from dealers or brokers. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using a Black-Scholes model at each measurement date until September 30, 2022 when the public market quoted price was used. For the years ended December 31, 2023 and 2022, the Company recognized a loss and gain to the statements of operations resulting from an increase and decrease in the fair value of liabilities of approximately $0.54 million and $10.7 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying consolidated statements of operations. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, 2022 and March 31, 2022: June 30, March 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.82 $ 9.80 Volatility 2.0 % 5.0 % Risk-free rate 3.02 % 2.42 % Dividend yield 0.0 % 0.0 % The initial fair value and the value of the Forward Purchase Agreement liability (previously recorded) issued was estimated using a Put Option Pricing model, which that were analyzed and incorporated into the model included the put price, the risk-free rate, the variable term, the settlement features, the likelihood of completing a business combination and the early termination provisions. The model estimates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, exercise price, etc.). Probabilities were assigned to each variable such as the timing and pricing of events over the term of the instruments based on management projections. The fair value was adjusted for the market implied likelihood of completing a business combination. The key inputs are summarized below: Valuation Common Probability Maximum Risk Free Implied 3/29/2023 $ 10.35 14.00 % 3.74 3.74 % 2.90 % 3/31/2023 $ 10.22 14.00 % 3.73 3.68 % 3.50 % 6/30/2023 $ 10.43 14.00 % 3.48 3.74 % 2.30 % Description Carrying Change Carrying Value at Liabilities: Forward Purchase Agreement $ 86,369 $ (86,369 ) $ — The Forward Share Purchase Agreement was terminated as a result of the termination of the Avila BCA on August 10, 2023. As of December 31, 2023 the liability related to the Forward Purchase Agreement was completely derecognized. |
Franchise and Income Tax Withdr
Franchise and Income Tax Withdrawal | 12 Months Ended |
Dec. 31, 2023 | |
Franchise and Income Tax Withdrawal [Abstract] | |
Franchise and Income Tax Withdrawal | Note 12 – Franchise and Income Tax Withdrawal Since the completion of its IPO on September 7, 2021, and through December 31, 2023, the Company withdrew $2,703,102 from the Trust Account to pay liabilities related to the income and Delaware franchise taxes. Through December 31, 2023, the Company remitted $1,653,743 to the respective tax authorities, which resulted in remaining excess funds withdrawn from the Trust Account but not remitted to the government authorities of $1,049,359. Additionally, the Withdrawn Trust Funds were held in the Company’s operating account that also holds funds deposited by the Sponsor to be used for general operating expenses. As a result, the Company mistakenly used $1,415,512 of the Withdrawn Trust Funds for payment of general operating expenses as of December 31, 2023. The disclosure of this inadvertent mistake was omitted from the Company’s quarterly reports on Form 10-Q for the quarters ended June 30, 2023 and September 30, 2023. The amounts deemed to have been used for operating expenses were $4,448 as of June 30, 2023, and $1,411,063 as of September 30, 2023. Management has determined that this use of the Withdrawn Trust Funds was not in accordance with the Trust Agreement. On March 21, 2024, the Sponsor deposited, and the Company paid to the Trust Account a total of $1,049,359, which made the Withdrawn Trust Funds whole. The transfer from the Sponsor replenished the Company’s operating account for the Withdrawn Trust Funds inadvertently used for operating expenses. On July 20, 2023, the Company effected the transfer of $480,000 from its operating account to the Sponsor and on August 7, 2023, the Company effected the transfer of an additional $411,000 from the its operating account to the Sponsor. The Board learned on or about November 14, 2023, that the Company had transferred funds from its operating account to the Sponsor. The Board was informed that the money was being used by the Sponsor to pay Company expenses. The Board directed the Company to have the Sponsor return all such funds to the Company. The Sponsor transferred $891,000 to the Company between October 10, 2023 and November 2, 2023. During the period in which the over withdrawals occurred, the Company held its annual meeting on September 6, 2023 where the stockholders voted to approve a proposal to amend the Company’s amended and restated certificate of incorporation to extend the Combination Period, from September 7, 2023 to June 7, 2024 (as noted in note 1). In connection with the stockholder’s vote at the annual meeting, there was a share redemption in exchange for a redemption payment paid to the redeeming shareholders. Upon calculation of the over withdrawals, the Company determined that $628,758 of the over withdrawn amount is due to those redeemed shareholders and has accounted for this on the balance sheet as due to shareholders. Additionally, of the total $1,049,359 repaid above for the over withdrawal amount, $994,950 should have been recorded as of September 30, 2023, at the time of the annual meeting. See Note 2 for details of the three and nine month period ended September 30, 2023 restatement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 - Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the consolidated financial statements were issued. Based upon this review, other as described below, the Company, did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 5, 2024, February 2, 2024, February 7, 2024, March 20, 2024 and May 6, 2024 the Company deposited $20,000, on each date, into the Trust Account to extend the Business Combination Period from January 7, 2024 to June 7, 2024. For the period between March 2, 2023 and December 5, 2023, the Company withdrew an approximate amount of $2,497,250 from the Trust Account pursuant to seven separate written withdrawal requests to Continental Stock Transfer and Trust (“Continental”), the trustee for the Trust Account for the payment of taxes. Jeff Gary, consistent with his position as the Company’s Chief Financial Officer, signed and delivered each of the seven separate written withdrawal requests to Continental. Between March 10, 2023 and December 13, 2023 the Company paid an amount of $1,447,900 of which $1,130,000, in four payments, was paid for estimated income tax payments for 2022 and 2023 and $317,900, in three payments, was paid for Delaware franchise taxes. The CFO, made each of the seven payments for estimated taxes and Delaware franchise taxes. The Board learned further that between March 2, 2023 and December 31, 2023, Mr. Gary used the remaining approximate $3,049,360 that was withdrawn from the Trust Account for tax purposes, to pay other business expenses of the Company. Each of the transactions described above was recorded on the books of the Company and no money was used for anything other than tax payments or appropriate Company business related expenses. The $1,049,360 that was withdrawn from the Trust Account for tax purposes to pay business expenses of the Company was fully paid back to the Trust Account by the Sponsor on March 15, 2024 and on March 26, 2024, and the Sponsor wired an additional $36,285.07 in to the Trust Account to reimburse the Trust Account for interest that would have accrued on the funds that were erroneously withdrawn from the Trust Account. As a result, there has been no financial loss to shareholders or the Trust Account. As a result of the above conduct by Mr. Gary, the Board adopted resolutions taking the following actions: 1. On April 21, 2024, Mr. Gary was removed as the Company’s Chief Executive Officer and Chief Financial Officer of the Company. 2. On April 21, 2024, Mr. Gary was appointed as an Assistant Finance Manager of the Company and shall report to the new Chief Financial Officer of the Company. 3. On April 21, 2024, Michael Singer, the Executive Chairman of the Company, was appointed to the position of Chief Executive Officer of the Company. 4. On April 21, 2024, Mr. Gary resigned as a director of the Board and the Board has accepted Mr. Gary’s resignation on April 21, 2024. 5. Mr. Gary shall be removed from all Company bank accounts, including the Trust Account and Mr. Gary’s authority to withdraw funds from the Company bank accounts, including the Trust Account has been terminated. 6. On April 21, 2024, the Board engaged Glenn Worman as the Company’s Chief Financial Officer, and that Mr. Worman will approve and sign the Company’s 2023 Annual Report on Form 10-K. 7. Mr. Gary agreed to reimburse the Company for all fees and expenses incurred by the Company in connection with the Company’s engagement of Mr. Worman as the new Chief Financial Officer of the Company. 8. Going forward all withdrawals from the Trust Account, payments of taxes and all fund transfers between the Company and the Sponsor will require the approval of both the Chief Executive Officer and Chief Financial Officer. 9. All deferred compensation owed to Mr. Gary by the Company to date, in the aggregate amount of $132,500, shall be forfeited by Mr. Gary, and that henceforth Mr. Gary shall cease to accrue $7,500 per month in service fees currently recorded in due to related party on the balance sheet. 10. Mr. Gary shall not be the Company’s designee to be a member of the board of directors of the post-transaction company in the Company’s planned business combination with Alpha Modus Corp. In May 2024, the Company and the Sponsor entered into a capital contribution agreement effective as of May 9, 2023, in which the funds deposited by the Sponsor were to be considered a capital contribution to the Company. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (651,138) | $ 11,907,434 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no |
Restricted Cash | Restricted Cash The Company has $314,482 of restricted cash to be used to pay for taxes as of December 31, 2023. There was no restricted cash balance as of December 31, 2022. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. One of the more significant accounting estimates included in these consolidated financial statements is the determination of the fair value of the warrant liabilities. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Investments Held in the Trust Account | Investments Held in the Trust Account The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in income from investments held in Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Financial Instruments | 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,” equals or approximates the carrying amounts represented in the consolidated balance sheets, except for the derivative liabilities (see Note 11). |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative Liabilities | Derivative Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and the forward purchase agreement, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The warrants issued in the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as they are outstanding. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model and subsequently, the fair value of the Private Placement Warrants have been estimated using the public market quoted prices at each measurement date starting at September 30, 2022. The fair value of Public Warrants has subsequently been measured based on the listed market price of such warrants. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units solely to cover over-allotments, if any. The Company estimated the fair value of the over-allotment option using a Black-Scholes model. On October 16, 2021, the over-allotment option expired unexercised. The Forward Purchase Agreement entered into on March 29, 2023 included elements that require liability classification under ASC 480. Accordingly, the Company recognizes the Forward Purchase Agreement as a liability at fair value and adjusts the carrying value of the instruments to fair value at each reporting period for so long as it is outstanding. The initial fair value of the Forward Purchase Agreement liability issued was estimated using a Put Option Pricing model, which analyzed and incorporated into the model the put price, the risk-free rate, the variable term, the settlement features, the likelihood of completing a business combination and the early termination provisions. The model estimates the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e., stock price, exercise price, etc.). Probabilities were assigned to each variable such as the timing and pricing of events over the term of the instruments based on management projections. The fair value was adjusted for the market implied likelihood of completing a business combination. |
Capital Call Loan | Capital Call Loan The Company analyzed the Subscription Agreement under ASC 470 “Debt”, ASC 480 “Distinguishing Liabilities from Equity” and ASC 815, “Derivatives and Hedging”, and concluded that, (i) the Subscription Shares (as defined in Note 5) issuable under the Subscription Agreement are not required to be accounted for as a liability under ASC 480 or ASC 815, (ii) bifurcation of a single derivative that comprises all of the fair value of the Subscription Share feature(s) (i.e., derivative instrument(s)) is not necessary under ASC 815-15-25-7 through 25-10 and (iii) under ASC 470-20-25-2 the Subscription Shares are deemed to be representative of a freestanding financial instrument issued in a bundled transaction with the Capital Call Loan. The Subscription Shares to be issued as part of the bundled transaction are classified and accounted for as equity. As a result, proceeds from the sale of a debt instrument with stock purchase Subscription Shares shall be allocated to the two elements based on the relative fair values of the debt instrument without the Subscription Shares and of the Subscription Shares themselves at time of issuance. The portion of the proceeds so allocated to the Subscription Shares shall be accounted for as paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. This results in a debt discount, which shall be accounted for as interest and amortized as interest expense over the life of the loan. As of December 31, 2023, the Company received $600,000 under the Subscription Agreement and recorded the amounts as a due to investors, net of debt discount of $279,245, on the accompanying condensed consolidated balance sheets. As of December 31, 2022 there is no amount outstanding under the Capital Call Loan. |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the consolidated statements of operations. Offering costs associated with issuance of the Class A common stock were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets were offset by a full valuation allowance as of December 31, 2023 and 2022. Deferred tax liabilities were $9,935 and $156,593 as of December 31, 2023 and 2022, respectively. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the consolidated financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, 1,000,945 and 24,000,000 shares of Class A common stock subject to possible redemption as of December 31, 2023 and 2022, respectively, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit. |
Net (Loss) Income Per Common Share | Net (Loss) Income Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. The presentation assumes a business combination as the most likely outcome. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period. The calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 20,700,000 shares of Class A common stock in the calculation of diluted (loss) income per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the years ended December 31, 2023 and 2022. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Year Ended 2023 2022 Class A Class A non- Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (324,619 ) $ (216,710 ) $ (109,809 ) $ 9,525,947 $ 2,383,487 Denominator: Basic and diluted weighted average common shares outstanding 5,965,080 3,982,192 2,017,808 24,000,000 6,000,000 Basic and diluted net (loss) income per common share $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.40 $ 0.40 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Restatement to Prior Period F_2
Restatement to Prior Period Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restatement to Prior Period Financial Statements [Abstract] | |
Schedule of Adjustments to the Financial Statements | The below table represent the impact and adjustments to the financial statements: As Adjustments As Unaudited Condensed Balance sheet as of September 30, 2023 Due from Sponsor $ — $ 994,950 $ 994,950 Due to Shareholders $ — $ 628,758 $ 628,758 Total Current Liabilities $ 4,626,318 $ 628,758 $ 5,255,076 Total Liabilities $ 11,900,123 $ 628,758 $ 12,528,881 Class A common stock subject to possible redemption $ 11,221,524 $ (628,758 ) $ 10,592,766 Additional paid-in capital $ — $ 293,484 $ 293,484 Accumulated deficit $ (11,262,854 ) $ 701,466 $ (10,561,388 ) Total stockholders’ deficit $ (11,262,254 ) $ 994,950 $ (10,267,304 ) Total Liabilities, Class A Common Stock subject to possible redemption $ 11,859,393 $ 994,950 $ 12,854,343 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net (Loss) Income Per Share | The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Year Ended 2023 2022 Class A Class A non- Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (324,619 ) $ (216,710 ) $ (109,809 ) $ 9,525,947 $ 2,383,487 Denominator: Basic and diluted weighted average common shares outstanding 5,965,080 3,982,192 2,017,808 24,000,000 6,000,000 Basic and diluted net (loss) income per common share $ (0.05 ) $ (0.05 ) $ (0.05 ) $ 0.40 $ 0.40 |
Class A Shares of Common Stoc_2
Class A Shares of Common Stock Subject to Possible Redemption (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Class A Shares of Common Stock Subject to Possible Redemption [Abstract] | |
Schedule of Class A Common Stock Subject to Possible Redemption | The shares of Class A common stock issued in the Initial Public Offering were recognized in Class A common stock subject to possible redemption as follows: Gross proceeds from Initial Public Offering $ 240,000,000 Less: Fair value of Public Warrants at issuance (7,582,627 ) Offering costs allocated to Class A common stock subject to possible redemption (20,050,096 ) Plus: Accretion on Class A common stock subject to possible redemption amount 31,230,313 Class A common stock subject to possible redemption at December 31, 2022 243,597,590 Less: Redemptions (234,830,236 ) Due to shareholder (628,758 ) Accretion of carrying value to redemption value (2,418,083 ) Plus: Waiver of underwriting fee allocated to Class A Common Stock 5,126,890 Class A common stock subject to possible redemption at December 31, 2023 $ 10,847,403 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Income Tax Provision | The income tax provision consists of the following for the years ended December 31, 2023 and 2022: December 31, December 31, 2023 2022 Current Federal $ 762,045 $ 467,991 State — — Deferred Federal (673,365 ) (85,640 ) State — — Change in valuation allowance 526,707 242,233 Income tax provision $ 615,387 $ 624,584 |
Schedule of Deferred Tax Assets (Liability) | The Company’s net deferred tax assets (liability) is as follows as of December 31, 2023 and 2022: December 31, December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ 896,030 $ 369,323 Startup Costs — — Total deferred tax assets 896,030 369,323 Valuation allowance (896,030 ) (369,323 ) Deferred tax assets, net of allowance — — Deferred tax liabilities 9,935 156,593 Unrealized interest on U.S. Treasuries $ (9,935 ) $ (156,593 ) |
Schedule of Statutory Federal Income Tax Rate (Benefit) | A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate (benefit) is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Transaction costs warrants 0.0 % 0.0 % Change in fair value of warrants (316.1 )% (17.9 )% Change in fair value of Forward Purchase Agreement (50.7 )% 0.0 % Penalties & interest (3.6 )% 0.0 % True up – Start-up/Organization Costs (7.1 )% 0.0 % Change in valuation allowance (1,466.2 )% 1.9 % Income tax provision 1,721.3 % 5.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 10,664,690 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 361,200 $ — Derivative liabilities-private warrants $ — $ 261,890 $ — Description Quoted Significant Significant Assets: Investments held in Trust Account—U.S. Treasury Securities $ 244,314,622 $ — $ — Liabilities: Derivative liabilities-public warrants $ — $ 49,200 $ — Derivative liabilities-private warrants $ — $ 35,690 $ — |
Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, 2022 and March 31, 2022: June 30, March 31, Exercise price $ 11.50 $ 11.50 Stock price $ 9.82 $ 9.80 Volatility 2.0 % 5.0 % Risk-free rate 3.02 % 2.42 % Dividend yield 0.0 % 0.0 % |
Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination | The fair value was adjusted for the market implied likelihood of completing a business combination. The key inputs are summarized below: Valuation Common Probability Maximum Risk Free Implied 3/29/2023 $ 10.35 14.00 % 3.74 3.74 % 2.90 % 3/31/2023 $ 10.22 14.00 % 3.73 3.68 % 3.50 % 6/30/2023 $ 10.43 14.00 % 3.48 3.74 % 2.30 % |
Schedule of Changes in Fair Value | Description Carrying Change Carrying Value at Liabilities: Forward Purchase Agreement $ 86,369 $ (86,369 ) $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 12 Months Ended | |||||||||||||||||||||||
Jun. 07, 2024 USD ($) | May 06, 2024 USD ($) | Mar. 20, 2024 USD ($) | Feb. 07, 2024 USD ($) | Feb. 02, 2024 USD ($) | Jan. 05, 2024 USD ($) | Dec. 15, 2023 USD ($) | Nov. 07, 2023 USD ($) | Oct. 07, 2023 USD ($) | Sep. 07, 2023 USD ($) | Sep. 06, 2023 USD ($) $ / shares shares | Aug. 30, 2023 USD ($) | Aug. 17, 2023 USD ($) $ / shares | Aug. 10, 2023 USD ($) | Jun. 07, 2023 USD ($) $ / shares | May 07, 2023 USD ($) | May 02, 2023 USD ($) | Mar. 28, 2023 USD ($) | Mar. 06, 2023 USD ($) shares | Sep. 13, 2021 USD ($) | Sep. 07, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 16, 2022 | |
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Condition for future business combination number of businesses minimum | 1 | |||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 1 | $ 11.5 | ||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 560,000 | ||||||||||||||||
Investments maximum maturity term. | 185 days | |||||||||||||||||||||||
Percentage of fair market value | 80% | |||||||||||||||||||||||
Percentage of shares voted | 65% | |||||||||||||||||||||||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||||||||||||||||||||||
Common stock redeemed (in Shares) | shares | 21,151,393 | |||||||||||||||||||||||
Avila payment, description | 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. | |||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 480,000 | |||||||||||||||||||||||
Sponsor advance | $ 420,000 | |||||||||||||||||||||||
Number of shares redemption in exchange (in Shares) | shares | 1,847,662 | 1,847,662 | ||||||||||||||||||||||
Redemption payment | $ 19,208,848 | $ 215,621,387 | $ 19,208,848 | |||||||||||||||||||||
Excise tax payable | $ 2,348,302 | |||||||||||||||||||||||
Percentage of excise tax | 1% | |||||||||||||||||||||||
Cash | 171,583 | |||||||||||||||||||||||
Working capital deficit | $ 3,571,000 | |||||||||||||||||||||||
Loan payable | 163,000 | |||||||||||||||||||||||
Repaid amount | $ 6,000 | $ 157,000 | ||||||||||||||||||||||
Sponser fund fees | 600,000 | |||||||||||||||||||||||
Sponsor loaned | 600,000 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | |||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 0.02 | $ 0.02 | ||||||||||||||||||||||
Temporary equity shares outstanding (in Shares) | shares | 1,000,945 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Offering costs allocated to derivative warrant liabilities | $ 668,000 | |||||||||||||||||||||||
Private placement warrant issued (in Shares) | shares | 8,700,000 | |||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Number of shares issued (in Shares) | shares | 24,000,000 | |||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 241,200,000 | |||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 0.02 | $ 10.05 | ||||||||||||||||||||||
Cash | $ 0 | |||||||||||||||||||||||
IPO [Member] | Warrant [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Offering costs allocated to derivative warrant liabilities | $ 668,000 | |||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Private placement warrant issued (in Shares) | shares | 7,500,000 | |||||||||||||||||||||||
Private Placement [Member] | Warrant [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||
Proceeds | $ 8,700,000 | |||||||||||||||||||||||
Public Stockholders [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 10.05 | |||||||||||||||||||||||
Trust Account Assets [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Minimum share price of the residual assets remaining available for distribution (in Dollars per share) | $ / shares | $ 10.05 | |||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Investment of cash into trust account | $ 80,000 | $ 80,000 | $ 80,000 | |||||||||||||||||||||
Business combination days | May 07, 2023 | |||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | |||||||||||||||||||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||||||||||||||||||||||
Business Combination [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | |||||||||||||||||||||||
Capital Call [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Payments for fees | $ 1,000,000 | |||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Redemption limit percentage without prior consent | 20% | |||||||||||||||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ / shares | $ 10.05 | |||||||||||||||||||||||
Minimum [Member] | Investment Company Act of 1940 [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Percentage of ownership voting securities | 50% | |||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Redemption limit percentage without prior consent | 20% | |||||||||||||||||||||||
Percentage of public shares | 100% | |||||||||||||||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ / shares | $ 10.05 | |||||||||||||||||||||||
Inflation Reduction Act 2022 [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Percentage of excise tax on repurchase of shares | 1% | |||||||||||||||||||||||
Percentage of fair market value of shares | 1% | |||||||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Generating gross proceeds | $ 240,000,000 | |||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 11.5 | |||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Common stock redeemed (in Shares) | shares | 1,847,662 | 21,151,393 | ||||||||||||||||||||||
Percentage of shares issued and outstanding | 88.10% | |||||||||||||||||||||||
Trust account | $ 28,744,831 | $ 10,426,000 | ||||||||||||||||||||||
Temporary equity shares outstanding (in Shares) | shares | 1,000,945 | 24,000,000 | ||||||||||||||||||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Number of shares issued (in Shares) | shares | 24,000,000 | |||||||||||||||||||||||
Generating gross proceeds | $ 240,000,000 | |||||||||||||||||||||||
Offering costs | 17,500,000 | |||||||||||||||||||||||
Deferred underwriting commissions | $ 12,000,000 | |||||||||||||||||||||||
Forward purchase transaction of shares (in Shares) | shares | 2,376,000 | |||||||||||||||||||||||
Class A Common Stock [Member] | Maximum [Member] | IPO [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Forward purchase transaction of shares (in Shares) | shares | 2,500,000 | |||||||||||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Temporary equity shares issued (in Shares) | shares | 2,848,607 | |||||||||||||||||||||||
Temporary equity shares outstanding (in Shares) | shares | 2,848,607 | |||||||||||||||||||||||
Initial Public Offering [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Principal amount | $ 480,000 | |||||||||||||||||||||||
Offering cost | $ 25,000 | |||||||||||||||||||||||
Initial Public Offering [Member] | Warrant [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Private placement warrant issued (in Shares) | shares | 1,200,000 | |||||||||||||||||||||||
Initial Public Offering [Member] | Maximum [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Percentage of public shares. | 100% | |||||||||||||||||||||||
Initial Public Offering [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | 480,000 | |||||||||||||||||||||||
Sponsor advance | 480,000 | |||||||||||||||||||||||
Avila [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Other expenses | $ 300,000 | |||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Sponsor advance | 480,000 | |||||||||||||||||||||||
Sponsor principal amount | $ 480,000 | |||||||||||||||||||||||
Unsecured Promissory Note [Member] | ||||||||||||||||||||||||
Organization and Business Operation [Line Items] | ||||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 480,000 | |||||||||||||||||||||||
Sponsor advance | 480,000 | |||||||||||||||||||||||
Sponsor principal amount | 480,000 | |||||||||||||||||||||||
Principal amount | $ 480,000 |
Restatement to Prior Period F_3
Restatement to Prior Period Financial Statements (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | |
Restatement to Prior Period Financial Statements [Abstract] | ||
Franchise taxes | $ 2,703,102 | |
Respective tax paid | 1,653,743 | |
Withdrawn from trust account and tax accrued | 1,049,359 | |
Over withdrawn amount | $ 628,758 | |
Withdrawal amount | $ 1,049,359 | |
Due from sponsor | $ 994,950 |
Restatement to Prior Period F_4
Restatement to Prior Period Financial Statements (Details) - Schedule of Adjustments to the Financial Statements | Dec. 31, 2023 USD ($) |
As previously Reported [Member] | |
Schedule of Adjustments to the Financial Statements [Line Items] | |
Due from Sponsor | |
Due to Shareholders | |
Total Current Liabilities | 4,626,318 |
Total Liabilities | 11,900,123 |
Class A common stock subject to possible redemption | 11,221,524 |
Additional paid-in capital | |
Accumulated deficit | (11,262,854) |
Total stockholders’ deficit | (11,262,254) |
Total Liabilities, Class A Common Stock subject to possible redemption | 11,859,393 |
Adjustments [Member] | |
Schedule of Adjustments to the Financial Statements [Line Items] | |
Due from Sponsor | 994,950 |
Due to Shareholders | 628,758 |
Total Current Liabilities | 628,758 |
Total Liabilities | 628,758 |
Class A common stock subject to possible redemption | (628,758) |
Additional paid-in capital | 293,484 |
Accumulated deficit | 701,466 |
Total stockholders’ deficit | 994,950 |
Total Liabilities, Class A Common Stock subject to possible redemption | 994,950 |
As Restated [Member] | |
Schedule of Adjustments to the Financial Statements [Line Items] | |
Due from Sponsor | 994,950 |
Due to Shareholders | 628,758 |
Total Current Liabilities | 5,255,076 |
Total Liabilities | 12,528,881 |
Class A common stock subject to possible redemption | 10,592,766 |
Additional paid-in capital | 293,484 |
Accumulated deficit | (10,561,388) |
Total stockholders’ deficit | (10,267,304) |
Total Liabilities, Class A Common Stock subject to possible redemption | $ 12,854,343 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Cash equivalents | ||
Restricted cash | 314,482 | |
FDI coverage limit | $ 250,000 | |
Maturity days | 185 days | |
Deferred Income Tax | $ 600,000 | |
Debt discount | 279,245 | |
Deferred tax liabilities | 9,935 | 156,593 |
Unrecognized tax benefits | ||
Unrecognized interest and penalties | ||
Over-Allotment Option [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Overallotment option vesting period | 45 days | |
Units Issued During Period, Shares, New Issues (in Shares) | 3,600,000 | |
Class A Common Stock [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Temporary equity, shares outstanding (in Shares) | 1,000,945 | 24,000,000 |
Warrants to purchase aggregate of common stock (in Shares) | 20,700,000 | |
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||
Units Issued During Period, Shares, New Issues (in Shares) | 3,600,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A redeemable [Member] | ||
Numerator: | ||
Allocation of net (loss) income | $ (324,619) | $ 9,525,947 |
Denominator: | ||
Basic weighted average common shares outstanding | 5,965,080 | 24,000,000 |
Basic net income per common share | $ (0.05) | $ 0.4 |
Class A non- redeemable [Member] | ||
Numerator: | ||
Allocation of net (loss) income | $ (216,710) | |
Denominator: | ||
Basic weighted average common shares outstanding | 3,982,192 | |
Basic net income per common share | $ (0.05) | |
Class B Common Stock [Member] | ||
Numerator: | ||
Allocation of net (loss) income | $ (109,809) | $ 2,383,487 |
Denominator: | ||
Basic weighted average common shares outstanding | 2,017,808 | 6,000,000 |
Basic net income per common share | $ (0.05) | $ 0.4 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A redeemable [Member] | ||
Schedule of Basic and Diluted Net Income Per Share [Abstract] | ||
Diluted weighted average common shares outstanding | 5,965,080 | 24,000,000 |
Diluted net income per common share | $ (0.05) | $ 0.40 |
Class A non- redeemable [Member] | ||
Schedule of Basic and Diluted Net Income Per Share [Abstract] | ||
Diluted weighted average common shares outstanding | 3,982,192 | |
Diluted net income per common share | $ (0.05) | |
Class B Common Stock [Member] | ||
Schedule of Basic and Diluted Net Income Per Share [Abstract] | ||
Diluted weighted average common shares outstanding | 2,017,808 | 6,000,000 |
Diluted net income per common share | $ (0.05) | $ 0.40 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 12 Months Ended | |||||
Sep. 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 17, 2023 | Jun. 07, 2023 | Mar. 06, 2023 | |
Initial Public Offering [Line Items] | ||||||
Common stock price, per share | $ 11.5 | $ 1 | ||||
Warrant [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Offering costs allocated to derivative warrant liabilities | $ 668,000 | |||||
Investors of price per share | $ 1 | |||||
Initial Public Offering [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Number of shares issued | 24,000,000 | |||||
Number of units issued | 24,000,000 | |||||
Investors of price per share | $ 10.05 | $ 0.02 | ||||
Initial Public Offering [Member] | Warrant [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Offering costs allocated to derivative warrant liabilities | $ 668,000 | |||||
Over-Allotment Option [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Number of units issued | 3,600,000 | |||||
Anchor Investor [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Number of units issued | 23,760,000 | |||||
Anchor Investor [Member] | Founder Shares [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Generating gross proceeds | $ 3,200,000 | |||||
Estimated fair value of shares sold to investors price per share | $ 2.37 | |||||
Class A Common Stock [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Generating gross proceeds | $ 240,000,000 | |||||
Common stock price, per share | $ 11.5 | |||||
Class A Common Stock [Member] | Initial Public Offering [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Number of shares issued | 24,000,000 | |||||
Generating gross proceeds | $ 240,000,000 | |||||
Offering costs | 17,500,000 | |||||
Deferred underwriting commissions | $ 12,000,000 | |||||
Sponsor [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Investors of price per share | $ 0.04 | |||||
Sponsor [Member] | Anchor Investor [Member] | Founder Shares [Member] | ||||||
Initial Public Offering [Line Items] | ||||||
Aggregate number of shares transferred to investor | 1,350,000 | |||||
Investors of price per share | $ 0.004 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Mar. 20, 2024 | Feb. 07, 2024 | Feb. 02, 2024 | Jan. 05, 2024 | Dec. 15, 2023 | Nov. 07, 2023 | Oct. 07, 2023 | Sep. 06, 2023 | Aug. 17, 2023 | Jun. 07, 2023 | May 07, 2023 | May 02, 2023 | Mar. 28, 2023 | Mar. 06, 2023 | Oct. 16, 2021 | Sep. 13, 2021 | Sep. 07, 2021 | Sep. 01, 2021 | May 05, 2021 | Mar. 22, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 07, 2023 | Jul. 29, 2021 | Apr. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Stock split | the Company effected a 1:1.1162791 stock split of Class B common stock | |||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1 | $ 11.5 | ||||||||||||||||||||||||
Number of securities called by each warrant (in Shares) | 1 | |||||||||||||||||||||||||
Trading period after completion of business combination | 30 days | |||||||||||||||||||||||||
Loan payable | $ 163,000 | |||||||||||||||||||||||||
Repaid amount | $ 6,000 | $ 157,000 | ||||||||||||||||||||||||
Incurred amount | 180,000 | $ 180,000 | ||||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 480,000 | |||||||||||||||||||||||||
Sponsor advance | 420,000 | |||||||||||||||||||||||||
Cash deposited in Trust Account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 560,000 | ||||||||||||||||||
Due from related party, description | On July 20, 2023 and August 7, 2023, a total of $891,000 was transferred to the Sponsor from the operating bank account, of which a total of $616,000 was paid back on October 10, 2023, October 11, 2023 and December 13, 2023. Additionally, during the year ended December 31, 2023 the Sponsor paid operating expenses on behalf of the Company with a total value of $80,000 which has been netted against the amount owed. | |||||||||||||||||||||||||
Private Placement Warrants [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Warrants to sponsor (in Shares) | 8,700,000 | |||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1 | |||||||||||||||||||||||||
Proceeds from warrants | $ 8,700,000 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Warrants to sponsor (in Shares) | 8,700,000 | |||||||||||||||||||||||||
Debt instrument conversion price per warrant (in Dollars per share) | $ 1 | |||||||||||||||||||||||||
Public offering price per share (in Dollars per share) | $ 1 | |||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Warrants to sponsor (in Shares) | 7,500,000 | |||||||||||||||||||||||||
Private Placement [Member] | Warrant [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1 | |||||||||||||||||||||||||
Proceeds from warrants | $ 8,700,000 | |||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Issuance of shares (in Shares) | 24,000,000 | |||||||||||||||||||||||||
Cash deposited in Trust Account | $ 20,000 | $ 20,000 | $ 241,200,000 | |||||||||||||||||||||||
Public offering price per share (in Dollars per share) | $ 0.02 | $ 10.05 | ||||||||||||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Common stock shares outstanding (in Shares) | 900,000 | 6,000,000 | ||||||||||||||||||||||||
Shares exchanged (in Shares) | 5,100,000 | |||||||||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 11.5 | |||||||||||||||||||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 11.5 | |||||||||||||||||||||||||
Class A Common Stock [Member] | IPO [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Issuance of shares (in Shares) | 24,000,000 | |||||||||||||||||||||||||
Transferred shares (in Shares) | 2,376,000 | |||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Related party transaction | $ 15,000 | |||||||||||||||||||||||||
Cash deposited in Trust Account | $ 80,000 | $ 80,000 | $ 80,000 | |||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Sponsor advance | $ 480,000 | |||||||||||||||||||||||||
Promissory Note [Member] | Sponsor [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Cover expenses | $ 300,000 | |||||||||||||||||||||||||
Working Capital Loans [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Working capital loans convertible into warrants | 1,500,000 | |||||||||||||||||||||||||
Services Agreement [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Due to related party | 160,000 | $ 40,000 | ||||||||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Offering costs | $ 25,000 | |||||||||||||||||||||||||
Sponsor Contributed capital | $ 100,000 | |||||||||||||||||||||||||
Loan payable | 163,000 | |||||||||||||||||||||||||
Repaid amount | $ 157,000 | |||||||||||||||||||||||||
Cash deposited in Trust Account | $ 80,000 | 400,000 | ||||||||||||||||||||||||
Public offering price per share (in Dollars per share) | $ 0.04 | |||||||||||||||||||||||||
Deposit | $ 20,000 | |||||||||||||||||||||||||
Outstanding from Sponsor | $ 195,000 | 0 | ||||||||||||||||||||||||
Sponsor [Member] | Services Agreement [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Expenses per month | $ 10,000 | |||||||||||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Warrants to sponsor (in Shares) | 1,200,000 | |||||||||||||||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Repaid amount | $ 6,000 | |||||||||||||||||||||||||
Sponsor [Member] | Services Agreement [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Incurred amount | $ 120,000 | 120,000 | ||||||||||||||||||||||||
Founder [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Issuance of shares (in Shares) | 6,181,250 | |||||||||||||||||||||||||
Founder shares, par value (in Dollars per share) | $ 0.0001 | |||||||||||||||||||||||||
Forfeit founder shares (in Shares) | 900,000 | |||||||||||||||||||||||||
Percentage of issued and outstanding shares | 20% | |||||||||||||||||||||||||
Closing price per share (in Dollars per share) | $ 12 | |||||||||||||||||||||||||
Threshold period after the business combination | 150 days | |||||||||||||||||||||||||
Founder [Member] | Class B Common Stock [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Common stock shares outstanding (in Shares) | 6,900,000 | |||||||||||||||||||||||||
Forfeiture of founder Shares (in Shares) | 900,000 | |||||||||||||||||||||||||
Founder Shares [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Transferred shares (in Shares) | 1,350,000 | |||||||||||||||||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Due to related party | $ 225,000 | 45,000 | ||||||||||||||||||||||||
Due to related party | 805,000 | 85,000 | ||||||||||||||||||||||||
Outstanding from Sponsor | 195,000 | |||||||||||||||||||||||||
Due To Related Party [Member] | ||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||
Due to related party | $ 420,000 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 10, 2023 | Mar. 29, 2023 | Mar. 28, 2023 | Aug. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | ||||||
Deferred underwriting fee payable | $ 6,600,000 | $ 12,000,000 | ||||
Underwriter waived | $ 5,400,000 | |||||
Deferred underwriter commissions payable | 8,400,000 | |||||
Forgiveness of underwriting fee payable | 273,110 | |||||
Remainder underwriter fee | 3,000,000 | |||||
Reimbursement of expenses | $ 300,000 | |||||
Avila payment, description | 1) up to $300,000 immediately upon Avila’s receipt of net proceeds from any financing, public or private, in excess of U.S. $3,000,000, -or- (2) (i) $50,000 by December 1, 2023, (ii) $100,000 by February 1, 2024 and (iii) $150,000 by April 1, 2024. | |||||
Sponsor fund fees | $ 600,000 | |||||
Sponsor loaned | $ 325,000 | |||||
issuance share (in Shares) | 1 | |||||
Outstanding Capital (in Shares) | 10 | |||||
Reasonable attorney’s fees | $ 5,000 | |||||
Sponsor [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Sponsor fees | $ 1,000,000 | |||||
Class A Redeemable Shares [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Underwriter fee allocated | $ 5,126,890 | |||||
Class A Common Stock [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Sponsor share par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Sponsor value | $ 510 | |||||
Class A Common Stock [Member] | IPO [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Share Purchase Agreement (in Shares) | 2,376,000 | |||||
Class A Common Stock [Member] | Sponsor [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Sponsor share par value (in Dollars per share) | $ 0.1 | |||||
Class B Common Stock [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Sponsor share par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Sponsor value | $ 90 | $ 600 | ||||
Class B Common Stock [Member] | Sponsor [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Sponsor value | $ 1 | |||||
Underwriting Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
(in Dollars per share) | $ 0.5 | |||||
Deferred underwriting fee payable | $ 12,000,000 | |||||
Deferred underwriting commissions | 2,500,000 | |||||
Deferred underwriting commission aggregate value | $ 14,500,000 | |||||
Underwriting Agreement [Member] | IPO [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Underwriting discount, per unit (in Dollars per share) | $ 0.2 | |||||
Underwriter cash discount | $ 4,800,000 | |||||
Underwriting Agreement [Member] | Over-Allotment Option [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Over-allotment per unit (in Dollars per share) | $ 0.7 | |||||
Forward Share Purchase Agreement [Member] | IPO [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Share Purchase Agreement (in Shares) | 2,376,000 | |||||
Forward Share Purchase Agreement (in Shares) | 2,500,000 |
Class A Shares of Common Stoc_3
Class A Shares of Common Stock Subject to Possible Redemption (Details) - USD ($) | Sep. 06, 2023 | Mar. 06, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Temporary Equity [Line Items] | ||||
Shares outstanding | 21,151,393 | |||
Common Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity shares outstanding | 1,000,945 | |||
Class A Common Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Common stock authorized | 200,000,000 | |||
Temporary equity, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Shares outstanding | 1,847,662 | 21,151,393 | ||
Percentage of common stock issued and outstanding | 65% | 88.10% | ||
Common stock held in trust (in Dollars) | $ 28,744,831 | $ 10,426,000 | ||
Temporary equity shares outstanding | 1,000,945 | 24,000,000 | ||
Temporary equity, redemption price per share (in Dollars per share) | $ 10.84 | $ 10.15 | ||
Common stock subject to possible redemption [Member] | ||||
Temporary Equity [Line Items] | ||||
Temporary equity shares outstanding | 1,000,945 |
Class A Shares of Common Stoc_4
Class A Shares of Common Stock Subject to Possible Redemption (Details) - Schedule of Class A Common Stock Subject to Possible Redemption - Class A Common Stock [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Class A Common Stock Subject to Possible Redemption [Abstract] | ||
Gross proceeds from Initial Public Offering | $ 240,000,000 | |
Fair value of Public Warrants at issuance | (7,582,627) | |
Offering costs allocated to Class A common stock subject to possible redemption | (20,050,096) | |
Accretion on Class A common stock subject to possible redemption amount | 31,230,313 | |
Class A common stock subject to possible redemption | $ 10,847,403 | $ 243,597,590 |
Redemptions | (234,830,236) | |
Due to shareholder | (628,758) | |
Accretion of carrying value to redemption value | (2,418,083) | |
Waiver of underwriting fee allocated to Class A Common Stock | $ 5,126,890 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Mar. 22, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders’ Deficit [Line Items] | |||
Preferred stock authorized | 1,000,000 | 1,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock shares issued | |||
Preferred stock shares outstanding | |||
Class A Common Stock [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock shares authorized | 200,000,000 | 200,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, votes per share | one | ||
Ratio to be applied to the stock in the conversion | 20% | ||
Class A Common Stock [Member] | Common stock subject to possible redemption [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock shares issued | 6,100,945 | 24,000,000 | |
Common stock shares outstanding | 6,100,945 | 24,000,000 | |
Class B Common Stock [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock shares authorized | 20,000,000 | 20,000,000 | |
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock shares issued | 900,000 | 6,000,000 | |
Common stock shares outstanding | 900,000 | 6,000,000 | |
Conversion of stock shares issued | 5,100,000 | ||
Common stock, votes per share | one |
Warrants (Details)
Warrants (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Aug. 17, 2023 | Dec. 31, 2022 | Sep. 07, 2021 | |
Warrants (Details) [Line Items] | ||||
Exercise price per share | $ 11.5 | $ 1 | ||
Share Redemption Trigger Price | 18 | |||
Redemption price per public warrant | $ 0.01 | |||
Consecutive trading days for redemption | 30 days | |||
Class A Common Stock [Member] | ||||
Warrants (Details) [Line Items] | ||||
Exercise price per share | $ 11.5 | |||
Price per share | $ 18 | |||
Public Warrants [Member] | ||||
Warrants (Details) [Line Items] | ||||
Warrants outstanding (in Shares) | 12,000,000 | |||
Public warrants exercisable business combination term | 30 days | |||
Public Warrants [Member] | Event Triggering Adjustment to the Exercise Price of Warrants [Member] | ||||
Warrants (Details) [Line Items] | ||||
Adjusted exercise price of warrants percent | 115% | |||
Warrant redemption price per share percentage | 180% | |||
Public Warrants [Member] | Maximum [Member] | Event Triggering Adjustment to the Exercise Price of Warrants [Member] | ||||
Warrants (Details) [Line Items] | ||||
Price per founder share | $ 9.2 | |||
Public Warrants [Member] | Minimum [Member] | Event Triggering Adjustment to the Exercise Price of Warrants [Member] | ||||
Warrants (Details) [Line Items] | ||||
Price per founder share | $ 9.2 | |||
Percentage of the proceeds to be used for business combination | 60% | |||
Private Placement Warrants [Member] | ||||
Warrants (Details) [Line Items] | ||||
Warrants outstanding (in Shares) | 8,700,000 | |||
Exercise price per share | $ 1 | |||
Private Placement Warrants [Member] | Class A Common Stock [Member] | ||||
Warrants (Details) [Line Items] | ||||
Exercise price per share | $ 11.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Valuation allowance | $ 896,030 | $ 369,323 |
Change in valuation allowance | $ (526,707) | $ (242,233) |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
Federal | $ 762,045 | $ 467,991 |
State | ||
Deferred | ||
Federal | (673,365) | (85,640) |
State | ||
Change in valuation allowance | 526,707 | 242,233 |
Income tax provision | $ 615,387 | $ 624,584 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets (Liability) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Deferred Tax Assets Liability [Abstract] | ||
Net operating loss carryforward | $ 896,030 | $ 369,323 |
Startup Costs | ||
Total deferred tax assets | 896,030 | 369,323 |
Valuation allowance | (896,030) | (369,323) |
Deferred tax assets, net of allowance | ||
Deferred tax liabilities | 9,935 | 156,593 |
Unrealized interest on U.S. Treasuries | $ (9,935) | $ (156,593) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Statutory Federal Income Tax Rate (Benefit) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of the Statutory Federal Income Tax Rate Benefit [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Transaction costs warrants | 0% | 0% |
Change in fair value of warrants | (316.10%) | (17.90%) |
Change in fair value of Forward Purchase Agreement | (50.70%) | 0% |
Penalties & interest | (3.60%) | 0% |
True up – Start-up/Organization Costs | (7.10%) | 0% |
Change in valuation allowance | (1466.20%) | 1.90% |
Income tax provision | 1,721.30% | 5% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Private Placement Warrant [Member] | ||
Fair Value Measurements [Line Items] | ||
Fair value of liabilities | $ 540 | $ 10,700 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Quoted Prices in Active Markets (Level 1) [Member] | US Treasury Securities [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 10,664,690 | $ 244,314,622 |
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Quoted Prices in Active Markets (Level 1) [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Significant Other Observable Inputs (Level 2) [Member] | US Treasury Securities [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative Liability | 361,200 | 49,200 |
Significant Other Observable Inputs (Level 2) [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative Liability | 261,890 | 35,690 |
Significant Other Unobservable Inputs (Level 3) [Member] | US Treasury Securities [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Significant Other Unobservable Inputs (Level 3) [Member] | Private Warrants [Member] | ||
Liabilities: | ||
Derivative Liability |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Level 3 fair value measurements inputs | Jun. 30, 2022 | Mar. 31, 2022 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 11.5 | 11.5 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 9.82 | 9.8 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 2 | 5 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 3.02 | 2.42 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value measurements inputs | 0 | 0 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination - Forward Purchase Agreement Liability [Member] | Dec. 31, 2023 |
3/29/2023 [Member] | Common Stock Price [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 10.35 |
3/29/2023 [Member] | Probability of completing BC [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 14 |
3/29/2023 [Member] | Maximum Term yrs [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 3.74 |
3/29/2023 [Member] | Risk Free Rate [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 3.74 |
3/29/2023 [Member] | Implied Volatility [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 2.9 |
3/31/2023 [Member] | Common Stock Price [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 10.22 |
3/31/2023 [Member] | Probability of completing BC [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 14 |
3/31/2023 [Member] | Maximum Term yrs [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 3.73 |
3/31/2023 [Member] | Risk Free Rate [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 3.68 |
3/31/2023 [Member] | Implied Volatility [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 3.5 |
6/30/2023 [Member] | Common Stock Price [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 10.43 |
6/30/2023 [Member] | Probability of completing BC [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 14 |
6/30/2023 [Member] | Maximum Term yrs [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 3.48 |
6/30/2023 [Member] | Risk Free Rate [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 3.74 |
6/30/2023 [Member] | Implied Volatility [Member] | |
Fair Value Measurements (Details) - Schedule of Fair Value was Adjusted for the Market Implied Likelihood of Completing a Business Combination [Line Items] | |
Derivative Liability, Measurement Input | 2.3 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Changes in Fair Value - Forward Purchase Agreement Liability [Member] | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Carrying Value at March 29, 2023 | $ 86,369 |
Change in Fair Value | (86,369) |
Carrying Value at June 30, 2023 |
Franchise and Income Tax With_2
Franchise and Income Tax Withdrawal (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Nov. 02, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 21, 2024 | Aug. 07, 2023 | Jul. 20, 2023 | |
Franchise and Income Tax Withdrawal [Line Items] | ||||||||
Franchise taxes | $ 2,703,102 | |||||||
Respective tax paid | 1,653,743 | |||||||
Withdrawn from trust account and tax accured | 1,049,359 | |||||||
Operating expenses | $ 1,411,063 | $ 4,448 | 1,415,512 | |||||
Transfer from operating account to sponsor | $ 411,000 | $ 480,000 | ||||||
Sponsor transferred to the company | $ 891,000 | |||||||
Over withdrawn amount | $ 628,758 | |||||||
Withdrawal amount | $ 1,049,359 | |||||||
Due from Sponsor | $ 994,950 | $ 994,950 | ||||||
Subsequent Event [Member] | ||||||||
Franchise and Income Tax Withdrawal [Line Items] | ||||||||
Sponsor deposit | $ 1,049,359 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 9 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
May 06, 2024 | Mar. 26, 2024 | Mar. 20, 2024 | Feb. 07, 2024 | Feb. 02, 2024 | Jan. 05, 2024 | Dec. 15, 2023 | Nov. 07, 2023 | Oct. 07, 2023 | Dec. 11, 2023 | Dec. 05, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 13, 2023 | |
Subsequent Event [Line Items] | |||||||||||||||
Cash deposited in Trust Account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 560,000 | |||||||
Amount withdrew from trust account | $ 1,049,360 | $ 2,497,250 | $ 3,049,360 | ||||||||||||
Income tax payments | $ 317,900 | 317,900 | $ 1,447,900 | ||||||||||||
Installment payments | $ 1,130,000 | ||||||||||||||
Additional amount in to the trust account | $ 36,285.07 | ||||||||||||||
Deferred compensation | 132,500 | ||||||||||||||
Service fees | $ 7,500 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Cash deposited in Trust Account | $ 20,000 | ||||||||||||||
Forecast [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Cash deposited in Trust Account | $ 20,000 |