Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2024 | |
Document Information Line Items | |
Entity Registrant Name | Insight Acquisition Corp. /DE |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
Entity Central Index Key | 0001862463 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash | $ 53,377 | $ 171,583 | |
Restricted cash | 314,482 | ||
Prepaid expenses | 57,601 | 105,568 | 367,219 |
Due from Sponsor | 184,015 | 1,074,015 | |
Due from related party | 195,000 | ||
Investments held in the Trust Account - current | 650,402 | ||
Total current assets | 1,140,395 | 1,689,065 | 538,802 |
Investments held in the Trust Account | 11,331,054 | 10,664,690 | 244,314,622 |
Total Assets | 12,471,449 | 12,353,755 | 244,853,424 |
Current liabilities: | |||
Accounts payable | 335,552 | 89,311 | 128,835 |
Accrued expenses | 791,221 | 968,309 | 68,216 |
Due to Shareholders | 628,758 | ||
Loan payable | 30,000 | ||
Income tax payable | 120,976 | 100,036 | 467,991 |
Excise tax payable | 2,348,302 | 2,348,302 | |
Franchise tax payable | 39,400 | 149,041 | |
Total current liabilities | 5,796,019 | 5,260,471 | 899,083 |
Deferred tax liability | 10,357 | 9,935 | 156,593 |
Deferred underwriting commissions in connection with the Initial Public Offering | 6,600,000 | 6,600,000 | 12,000,000 |
Derivative liabilities | 683,100 | 623,090 | 84,890 |
Total Liabilities | 13,089,476 | 12,493,496 | 13,140,566 |
Commitments and Contingencies | |||
Class A common stock subject to possible redemption | 10,994,111 | 10,847,403 | 243,597,590 |
Stockholders’ Deficit: | |||
Additional paid-in capital | 518,063 | 509,211 | |
Accumulated deficit | (12,130,801) | (11,496,955) | (11,885,332) |
Total stockholders’ deficit | (11,612,138) | (10,987,144) | (11,884,732) |
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit | 12,471,449 | 12,353,755 | 244,853,424 |
Related Party | |||
Current assets: | |||
Due from related party | 195,000 | 195,000 | |
Current liabilities: | |||
Due to related party | 910,000 | 805,000 | 85,000 |
Investor | |||
Current liabilities: | |||
Due to investor, net of debt discount | 570,166 | 320,755 | |
Shareholders | |||
Current liabilities: | |||
Due to Shareholders | 650,402 | 628,758 | |
Preferred Stock | |||
Stockholders’ Deficit: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2024 and December 31, 2023 | |||
Class A Common Stock | |||
Stockholders’ Deficit: | |||
Common stock value | 510 | 510 | |
Class B Common Stock | |||
Stockholders’ Deficit: | |||
Common stock value | $ 90 | $ 90 | $ 600 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Class A Common Stock | |||
Class A common stock, shares subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Class A common stock, shares subject to possible redemption outstanding | 1,000,945 | 1,000,945 | 24,000,000 |
Class A common stock, shares subject to possible redemption per share (in Dollars per share) | $ 10.98 | $ 10.84 | $ 10.15 |
Common stock, shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, shares issued | 5,100,000 | 5,100,000 | 0 |
Common stock, shares outstanding | 5,100,000 | 5,100,000 | 0 |
Preferred Stock | |||
Preferred stock, shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Class B Common Stock | |||
Common stock, shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Common stock, shares issued | 900,000 | 900,000 | 6,000,000 |
Common stock, shares outstanding | 900,000 | 900,000 | 6,000,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
General and administrative expenses | $ 352,581 | $ 506,326 | $ 2,419,328 | $ 1,305,836 |
Franchise tax expenses | 39,400 | 50,000 | 143,200 | 205,992 |
Loss from operations | (466,981) | (631,326) | (2,862,528) | (1,511,828) |
Other (expense) income: | ||||
Change in fair value of derivative liabilities | (60,010) | (175,950) | (538,200) | 10,711,300 |
Change in initial value of Forward Purchase Agreement Liability | (39,104) | 86,369 | ||
Interest expense – debt discount | (226,615) | (112,054) | ||
Gain on investments held in Trust Account | 141,122 | 1,884,991 | 3,117,552 | 3,332,546 |
Gain on forgiveness of deferred underwriting fee payable | 273,110 | 273,110 | ||
Total other (expense) income | (145,503) | 1,943,047 | 2,826,777 | 14,043,846 |
(Loss) income before income tax expense | (612,484) | 1,311,721 | (35,751) | 12,532,018 |
Income tax expense | (21,362) | (416,252) | (615,387) | (624,584) |
Net (loss) income | (633,846) | 895,469 | (651,138) | 11,907,434 |
Related Party | ||||
General and administrative expenses - related party | $ 75,000 | $ 75,000 | $ 300,000 | |
Class A Redeemable Common Stock | ||||
Other (expense) income: | ||||
Weighted average shares outstanding, basic (in Shares) | 1,000,945 | 18,456,264 | 5,965,080 | 24,000,000 |
Basic net (loss) income per common share (in Dollars per share) | $ (0.09) | $ 0.04 | $ (0.05) | $ 0.4 |
Class A Non-Redeemable Common Stock | ||||
Other (expense) income: | ||||
Weighted average shares outstanding, basic (in Shares) | 5,100,000 | 1,473,333 | 3,982,192 | |
Basic net (loss) income per common share (in Dollars per share) | $ (0.09) | $ 0.04 | $ (0.05) | |
Class B Common Stock | ||||
Other (expense) income: | ||||
Weighted average shares outstanding, basic (in Shares) | 900,000 | 5,484,270 | 2,017,808 | 6,000,000 |
Basic net (loss) income per common share (in Dollars per share) | $ (0.09) | $ 0.04 | $ (0.05) | $ 0.4 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Redeemable Common Stock | ||||
Weighted average shares outstanding, diluted | 1,000,945 | 18,456,264 | 5,965,080 | 24,000,000 |
Diluted net (loss) income per common share | $ (0.09) | $ 0.04 | $ (0.05) | $ 0.40 |
Class A Non-Redeemable Common Stock | ||||
Weighted average shares outstanding, diluted | 5,100,000 | 1,473,333 | 3,982,192 | |
Diluted net (loss) income per common share | $ (0.09) | $ 0.04 | $ (0.05) | |
Class B Common Stock | ||||
Weighted average shares outstanding, diluted | 900,000 | 5,484,270 | 2,017,808 | 6,000,000 |
Diluted net (loss) income per common share | $ (0.09) | $ 0.04 | $ (0.05) | $ 0.40 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Common Stock Class A | Common Stock Class B | 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 | 3,628,151 | 3,628,151 | |||
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) | |||
Net income (loss) | 895,469 | 895,469 | |||
Balance at Mar. 31, 2023 | $ 510 | $ 90 | 13,631 | (7,361,712) | (7,347,481) |
Balance (in Shares) at Mar. 31, 2023 | 5,100,000 | 900,000 | |||
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 | |||
Accretion of Class A common stock subject to redemption value | (168,352) | (168,352) | |||
Fair value of Subscription Shares in connection with Subscription Agreement | 177,204 | 177,204 | |||
Net income (loss) | (633,846) | (633,846) | |||
Balance at Mar. 31, 2024 | $ 510 | $ 90 | $ 518,063 | $ (12,130,801) | $ (11,612,138) |
Balance (in Shares) at Mar. 31, 2024 | 5,100,000 | 900,000 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||||
Net (loss) income | $ (633,846) | $ 895,469 | $ (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 | 60,010 | 175,950 | 538,200 | (10,711,300) |
Interest expense - debt discount | 226,615 | 112,054 | ||
Gain on investments held in Trust Account | (141,122) | (1,884,991) | (3,117,552) | (3,332,546) |
Gain on forgiveness of deferred underwriting fee payable | (273,110) | (273,110) | ||
Change in fair value of forward purchase agreement | 39,104 | (86,369) | ||
Deferred tax expense (benefit) | 422 | (156,593) | (146,658) | 156,593 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 47,967 | 154,719 | 261,651 | 509,098 |
Accounts payable | 246,241 | 22,178 | (39,524) | 94,503 |
Accrued expenses | (177,088) | 188,777 | 900,093 | |
Accrued expenses – related party | 72,253 | |||
Due to related party | 75,000 | 75,000 | 300,000 | |
Income tax payable | 20,940 | 572,845 | (367,955) | 467,991 |
Franchise tax payable | 39,400 | (99,041) | (149,041) | 8,767 |
Due from related party | (195,000) | |||
Net cash used in operating activities | (235,461) | (289,693) | (2,914,349) | (827,207) |
Cash Flows from Investing Activities: | ||||
Cash withdrawn from Trust Account to pay franchise and income taxes | 1,446,649 | 2,497,248 | 205,853 | |
Cash withdrawn from Trust Account in connection with redemption | 0 | 215,621,388 | 234,830,236 | |
Cash deposited in Trust Account | (1,175,644) | (80,000) | (560,000) | |
Net cash (used in) provided by investing activities | (1,175,644) | 216,988,037 | 236,767,484 | 205,853 |
Cash Flows from Financing Activities: | ||||
Contributions from Sponsor | 100,000 | 100,000 | ||
Due to related party | 420,000 | |||
Due to investors | 600,000 | |||
Offering costs paid | (85,000) | |||
Proceeds from related party | 30,000 | |||
Proceeds pursuant to subscription agreement | 200,000 | |||
Capital contribution from Sponsor | 890,000 | 1,074,015 | ||
Proceeds from loan payable | 30,000 | |||
Redemption of Class A common stock | (215,621,388) | (234,830,236) | ||
Net cash provided by (used in) financing activities | 1,150,000 | (215,521,388) | (233,710,236) | (85,000) |
Net change in cash and restricted cash | (261,105) | 1,176,956 | 142,899 | (706,354) |
Cash and restricted cash – beginning of the year | 314,482 | 171,583 | 171,583 | 877,937 |
Cash and restricted cash – end of the year | 53,377 | 1,348,539 | 314,482 | 171,583 |
Cash | 53,377 | 50,931 | 171,583 | |
Restricted Cash | 1,297,608 | 314,482 | ||
Supplemental disclosure of noncash activities: | ||||
Value of excise tax liability | 2,348,302 | |||
Supplemental disclosure of noncash activities: | ||||
Forgiveness of deferred underwriting fee payable | 5,126,890 | $ 5,126,890 | ||
Class B common converted to Class A common on a one for one basis | 510 | |||
Initial value of the Forward Purchase Agreement liability | $ 83,369 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 on October 10, 2023. As of March 31, 2024 the subsidiary had no activity. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from April 20, 2021 (inception) through March 31, 2024 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 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 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 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 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 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 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 -for-one On March 28, 2023, the board of directors of the Company approved a one -month -month 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 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 -K -K -K 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 -Q -Q -Q 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 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 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 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 On December 28, 2023, the Company filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S -4 -Charlotte 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 unaudited condensed 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 unaudited condensed 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 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 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 -Hamas Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Liquidity and Going Concern As of March 31, 2024, the Company had $53,377 in its operating bank account available to pay operating expenses and working capital deficit of $4,655,624. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 4), and the loan from the Sponsor of approximately $163,000 under the Note (as defined in Note 4). The Company repaid $157,000 of Note balance on September 7, 2021 and repaid the remaining balance of approximately $6,000 in full on September 13, 2021, at which time the Note was terminated. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. 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, provide the Company Working Capital Loans (see Note 4). As of March 31, 2024 and December 31, 2023, there were no amounts outstanding under any Working Capital Loans. 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 On August 30, 2023, the Company, Sponsor and Polar Multi -Strategy In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15 liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination by close of business on June 7, 2024. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 7, 2024. | 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 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 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 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 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 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 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 -for-one On March 28, 2023, the board of directors of the Company approved a one -month -month 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 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 -K -K -K 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 -Q -Q -Q 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 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 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 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 On December 28, 2023, the Company filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement on Form S -4 -Charlotte 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 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 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 -Hamas Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Liquidity and Going Concern As of December 31, 2023, the Company had approximately $0 in its operating bank account available to pay operating expenses and working capital deficit of approximately $3,571,000. The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on behalf of the Company in exchange for issuance of the Founder Shares (as defined in Note 4), and the loan from the Sponsor of approximately $163,000 under the Note (as defined in Note 4). The Company repaid $157,000 of Note balance on September 7, 2021 and repaid the remaining balance of approximately $6,000 in full on September 13, 2021, at which time the Note was terminated. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. 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, provide the Company Working Capital Loans (see Note 5). As of December 31, 2023 and 2022, there were no amounts outstanding under any Working Capital Loans. 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 On August 30, 2023, the Company, Sponsor and Polar Multi -Strategy In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014 -15 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form10 -K Principles of Consolidation The accompanying unaudited condensed 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 no Restricted Cash The Company has $0 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated balance sheets, except for the derivative liabilities (see Note 9). 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 • • • 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 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 The Company granted the underwriters a 45 -day -allotments -allotment -Scholes -allotment 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 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 -10 -20-25-2 -in 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 -current 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 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 March 31, 2024 and December 31, 2023. Deferred tax liabilities were $10,357 and $9,935 as of March 31, 2024 and December 31, 2023, respectively. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Tax expense of approximately $21,000 and $416,000 was recognized for the three months ended March 31, 2024 and 2023, respectively. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. 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 shares of Class A common stock subject to possible redemption as of March 31, 2024 and December 31, 2023, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed 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 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 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 Three Months Ended March 31, 2024 2023 Class A Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (90,623 ) $ (461,740 ) $ (81,483 ) $ 690,336 $ 205,133 Denominator: Basic and diluted weighted average common shares outstanding 1,000,945 5,100,000 900,000 18,456,264 5,484,270 Basic and diluted net (loss) income per common share $ (0.09 ) $ (0.09 ) $ (0.09 ) $ 0.04 $ 0.04 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 unaudited condensed consolidated financial statements. | 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 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 • • • 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 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 The Company granted the underwriters a 45 -day -allotments -allotment -Scholes -allotment 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 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 -10 -20-25-2 -in 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 -current 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 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 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 December 31, 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3 — 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 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 The Company granted the underwriters a 45 -day -allotments -allotment | 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 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 The Company granted the underwriters a 45 -day -allotments -allotment |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4 — 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 -allotment 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 Contributed Capital As of 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 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 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 March 31, 2024 and December 31, 2023, 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 period ended March 31, 2024 and 2023, the Company incurred approximately $30,000 and $30,000, respectively, under the services agreement in the consolidated statements of operations. As of March 31, 2024 and December 31, 2023, $190,000 and $160,000 were included in due to related party on the unaudited condensed 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 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 Due to Related Party As of March 31, 2024, the Sponsor advanced a total of $470,000 to the Company of which $450,000 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 -month 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 March 31, 2024 and December 31, 2023, there were $195,000 amounts outstanding from the Sponsor. | 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 -allotment 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 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 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 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 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 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 -month 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 5 — 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 -allotment -allotment 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 unaudited condensed 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 March 31, 2024 and December 31, 2023, $6,600,000 and $6,600,000 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 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 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 Subscription Agreement On August 30, 2023, the Company, Sponsor and Polar Multi -Strategy 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 In the event the Sponsor of the Company defaults in its 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. | 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 -allotment -allotment 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 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 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 Subscription Agreement On August 30, 2023, the Company, Sponsor and Polar Multi -Strategy 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 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 6 — 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 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: 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 Plus: Accretion of Class A common stock subject to possible redemption amount 146,708 Class A common stock subject to possible redemption at March 31, 2024 $ 10,994,111 | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders’ Deficit [Abstract] | ||
Stockholders’ Deficit | Note 7 — 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 -linked -converted -linked -linked -for-one | 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 -linked -converted -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 -for-one |
Warrants
Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Warrants [Abstract] | ||
Warrants | Note 8 — Warrants As of March 31, 2024 and December 31, 2023, 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 60 th 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 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 Redemption of warrants. • • • • -trading | 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 60 th 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 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 Redemption of warrants. • • • • -trading |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | ||
Fair Value Measurements | Note 9 — Fair Value Measurements The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value: March 31, 2024 Description Quoted Significant Significant Assets: Investments held in Trust Account – U.S. Treasury Securities $ 11,981,456 $ — $ — Liabilities: Derivative liabilities – public warrants $ — $ 396,000 $ — Derivative liabilities – private warrants $ — $ 287,100 $ — 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 $ — Transfers to/from Levels 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. | 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 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 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 (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 Date Common Probability of 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 in Carrying 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. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. Based upon this review, the Company, other than as described below, did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On May 6, 2024 the Company deposited $20,000, into the Trust Account to extend the Business Combination Period to June 7, 2024. During the preparation of an Annual Report on Form 10 -K As a result of the above conduct by Mr. Gary, the Board adopted resolutions taking the following actions: 1. 2. 3. 4. 5. 6. -K 7. 8. 9. 10. -transaction 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. On May 15, 2024, the Company, Sponsor and Polar entered into Amendment No. 1 to the Subscription Agreement (the Amendment”) pursuant to which Polar’s aggregate advance under the Subscription Agreement was reduced from $1,000,000 to $975,000 and in the event the Company consummates the business combination with Alpha Modus Corp., then the Company will not be obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination. However, if the Company consummates a business combination with an entity other than Alpha Modus, Corp., then the Company is obligated to issue to Polar one (1) share of the Company’s Class A Common Stock for each dollar Polar advances to the Company under at Subscription Agreement at the closing of the business combination with an entity other than Alpha Modus, Corp. (the “Subscription Shares”). The Subscription Shares shall be subject to no transfer restrictions or any other lock -up combination and declared effective no later than 90 days after the closing of the business combination. 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. On June 5, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting the Company’s stockholders approved the filing of a Third Amendment (the “Third Amendment”) to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State to modify the terms and extend time by which the Company has to consummate an initial business combination (the “Business Combination”) from June 7, 2024 to December 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 | 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. 2. 3. 4. 5. 6. -K 7. 8. 9. 10. -transaction 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. |
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 -Q 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 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 |
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, 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, 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, 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. |
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 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. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form10 -K | 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 unaudited condensed 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. | 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 no | Cash and Cash Equivalents The Company considers all short -term no |
Restricted Cash | Restricted Cash The Company has $0 | 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. | 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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 unaudited condensed 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. | 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 unaudited condensed 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. | 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 unaudited condensed consolidated balance sheets, except for the derivative liabilities (see Note 9). | 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 • • • 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. | 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 • • • 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 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 The Company granted the underwriters a 45 -day -allotments -allotment -Scholes -allotment 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 | 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 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 The Company granted the underwriters a 45 -day -allotments -allotment -Scholes -allotment 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 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 -10 -20-25-2 -in | 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 -10 -20-25-2 -in |
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 -current | 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 -current |
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 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 March 31, 2024 and December 31, 2023. Deferred tax liabilities were $10,357 and $9,935 as of March 31, 2024 and December 31, 2023, respectively. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Tax expense of approximately $21,000 and $416,000 was recognized for the three months ended March 31, 2024 and 2023, respectively. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception. | 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 shares of Class A common stock subject to possible redemption as of March 31, 2024 and December 31, 2023, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited condensed 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 | 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 |
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 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 Three Months Ended March 31, 2024 2023 Class A Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (90,623 ) $ (461,740 ) $ (81,483 ) $ 690,336 $ 205,133 Denominator: Basic and diluted weighted average common shares outstanding 1,000,945 5,100,000 900,000 18,456,264 5,484,270 Basic and diluted net (loss) income per common share $ (0.09 ) $ (0.09 ) $ (0.09 ) $ 0.04 $ 0.04 | 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 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 December 31, 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 unaudited condensed consolidated financial statements. | 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. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 Three Months Ended March 31, 2024 2023 Class A Class A Class B Class A Class B Basic and diluted net (loss) income per common share: Numerator: Allocation of net (loss) income $ (90,623 ) $ (461,740 ) $ (81,483 ) $ 690,336 $ 205,133 Denominator: Basic and diluted weighted average common shares outstanding 1,000,945 5,100,000 900,000 18,456,264 5,484,270 Basic and diluted net (loss) income per common share $ (0.09 ) $ (0.09 ) $ (0.09 ) $ 0.04 $ 0.04 | 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 December 31, 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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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: 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 Plus: Accretion of Class A common stock subject to possible redemption amount 146,708 Class A common stock subject to possible redemption at March 31, 2024 $ 10,994,111 | 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | 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 March 31, 2024 and December 31, 2023 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 $ 11,981,456 $ — $ — Liabilities: Derivative liabilities – public warrants $ — $ 396,000 $ — Derivative liabilities – private warrants $ — $ 287,100 $ — 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 $ — | 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 Date Common Probability of 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 in Carrying Liabilities: Forward Purchase Agreement $ 86,369 $ (86,369) $ — |
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 |
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, 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, 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, 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 % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - 1 | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Jun. 07, 2024 USD ($) $ / shares | 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 ($) | Nov. 06, 2023 USD ($) | Oct. 07, 2023 USD ($) | Sep. 07, 2023 USD ($) | Sep. 06, 2023 USD ($) $ / shares shares | 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 shares | Sep. 07, 2021 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 07, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Condition for future business combination number of businesses minimum | 1 | 1 | |||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 1 | $ 11.5 | $ 11.5 | ||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 1,175,644 | $ 80,000 | $ 560,000 | |||||||||||||||
Investments maximum maturity term. | 185 days | 185 days | |||||||||||||||||||||||
Percentage of fair market value | 80% | 80% | |||||||||||||||||||||||
Percentage of shares voted | 65% | 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. | 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 | $ 470,000 | $ 420,000 | |||||||||||||||||||||||
Number of shares redemption in exchange (in Shares) | shares | 1,847,662 | 1,847,662 | 1,847,662 | ||||||||||||||||||||||
Redemption payment | $ 19,208,848 | $ 215,621,387 | $ 19,208,848 | ||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Offering costs allocated to derivative warrant liabilities | $ 668,000 | ||||||||||||||||||||||||
Private placement warrant issued (in Shares) | shares | 8,700,000 | 8,700,000 | |||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||||||
Private Placement Warrant [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Redemption limit percentage without prior consent | 20% | 20% | |||||||||||||||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ / shares | $ 10.05 | $ 10.05 | |||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Redemption limit percentage without prior consent | 20% | 20% | |||||||||||||||||||||||
Percentage of public shares | 100% | 100% | |||||||||||||||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ / shares | $ 10.05 | $ 10.05 | |||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | |||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | ||||||||||||||||||||
Temporary equity shares outstanding (in Shares) | shares | 1,000,945 | ||||||||||||||||||||||||
Redemption payment | $ 215,621,387 | ||||||||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | |||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Sponsor advance | $ 200,000 | ||||||||||||||||||||||||
Principal amount | $ 480,000 | ||||||||||||||||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | 480,000 | ||||||||||||||||||||||||
Sponsor advance | 480,000 | ||||||||||||||||||||||||
Sponsor [Member] | Warrant [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Private placement warrant issued (in Shares) | shares | 1,200,000 | ||||||||||||||||||||||||
Sponsor [Member] | Private Placement Warrant [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Private placement warrant issued (in Shares) | shares | 1,200,000 | ||||||||||||||||||||||||
Sponsor [Member] | Maximum [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Percentage of public shares. | 100% | 100% | |||||||||||||||||||||||
Avila [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Other expenses | $ 300,000 | ||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Sponsor advance | 480,000 | ||||||||||||||||||||||||
Sponsor principal amount | $ 480,000 | $ 480,000 | |||||||||||||||||||||||
Investment Company Act of 1940 [Member] | Minimum [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Percentage of ownership voting securities | 50% | 50% | |||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Investment of cash into trust account | $ 80,000 | $ 80,000 | $ 80,000 | ||||||||||||||||||||||
Business combination days | May 07, 2023 | ||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 11.5 | ||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Temporary equity shares issued (in Shares) | shares | 21,151,393 | ||||||||||||||||||||||||
Percentage of shares issued and outstanding | 88.10% | ||||||||||||||||||||||||
Trust account | $ 28,744,831 | $ 10,426,000 | $ 10,426,000 | ||||||||||||||||||||||
Temporary equity shares outstanding (in Shares) | shares | 1,000,945 | 1,000,945 | 24,000,000 | ||||||||||||||||||||||
Common stock redeemed (in Shares) | shares | 1,847,662 | 21,151,393 | |||||||||||||||||||||||
Class A Common Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Temporary equity shares issued (in Shares) | shares | 21,151,393 | ||||||||||||||||||||||||
Temporary equity shares outstanding (in Shares) | shares | 1,847,662 | ||||||||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Class B Common Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Class A Common Stock [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Temporary equity shares issued (in Shares) | shares | 2,848,607 | ||||||||||||||||||||||||
Temporary equity shares outstanding (in Shares) | shares | 2,848,607 | ||||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | ||||||||||||||||||||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||||||||||||||||||||
Maximum net interest to pay dissolution expenses | $ 100,000 | ||||||||||||||||||||||||
Initial Public Offering [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Number of shares issued (in Shares) | shares | 24,000,000 | 24,000,000 | |||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 241,200,000 | $ 20,000 | $ 241,200,000 | ||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 0.02 | $ 0.02 | $ 10.05 | $ 10.05 | |||||||||||||||||||||
Initial Public Offering [Member] | Warrant [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Offering costs allocated to derivative warrant liabilities | $ 668,000 | ||||||||||||||||||||||||
Initial Public Offering [Member] | Class A Common Stock [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Number of shares issued (in Shares) | shares | 24,000,000 | ||||||||||||||||||||||||
Generating gross proceeds | $ 240,000,000 | $ 240,000,000 | |||||||||||||||||||||||
Offering costs | 17,500,000 | ||||||||||||||||||||||||
Deferred underwriting commissions | $ 12,000,000 | ||||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 11.5 | ||||||||||||||||||||||||
Forward purchase transaction of shares (in Shares) | shares | 2,376,000 | 2,376,000 | |||||||||||||||||||||||
Initial Public Offering [Member] | Class A Common Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Forward purchase transaction of shares (in Shares) | shares | 2,500,000 | 2,500,000 | |||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Private placement warrant issued (in Shares) | shares | 7,500,000 | 7,500,000 | |||||||||||||||||||||||
Private Placement [Member] | Warrant [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ / shares | $ 1 | $ 1 | |||||||||||||||||||||||
Proceeds | $ 8,700,000 | $ 8,700,000 | |||||||||||||||||||||||
Public Stockholders [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ / shares | $ 10.05 | $ 10.05 | |||||||||||||||||||||||
Trust Account Assets [Member] | |||||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||||
Minimum share price of the residual assets remaining available for distribution (in Dollars per share) | $ / shares | $ 10.05 | $ 10.05 |
Description of Organization a_3
Description of Organization and Business Operations (Details) - 2 - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Mar. 20, 2024 | Feb. 07, 2024 | Feb. 02, 2024 | Jan. 05, 2024 | Dec. 15, 2023 | Nov. 07, 2023 | Nov. 06, 2023 | Oct. 07, 2023 | Sep. 07, 2023 | Sep. 06, 2023 | Aug. 30, 2023 | Aug. 17, 2023 | Aug. 10, 2023 | Jun. 07, 2023 | Mar. 06, 2023 | Sep. 13, 2021 | Sep. 07, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 07, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 16, 2022 | |
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
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. | 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 | $ 470,000 | $ 420,000 | |||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 1,175,644 | $ 80,000 | $ 560,000 | |||||||||||||
Number of shares redemption in exchange (in Shares) | 1,847,662 | 1,847,662 | 1,847,662 | ||||||||||||||||||||
Redemption payment | $ 19,208,848 | $ 215,621,387 | $ 19,208,848 | ||||||||||||||||||||
Common stock redeemed (in Shares) | 21,151,393 | ||||||||||||||||||||||
Excise tax payable | $ 2,348,302 | $ 2,348,302 | |||||||||||||||||||||
Percentage of excise tax | 1% | 1% | |||||||||||||||||||||
Cash | $ 53,377 | $ 50,931 | $ 171,583 | ||||||||||||||||||||
Working capital deficit | 4,655,624 | 3,571,000 | |||||||||||||||||||||
Loan payable | $ 163,000 | $ 163,000 | |||||||||||||||||||||
Repaid amount | $ 6,000 | $ 157,000 | |||||||||||||||||||||
Price of warrant (in Dollars per share) | $ 1 | $ 11.5 | $ 11.5 | ||||||||||||||||||||
Sponser fund fees | $ 200,000 | $ 600,000 | |||||||||||||||||||||
Sponsor loaned | $ 200,000 | $ 600,000 | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 1 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | $ 10.05 | $ 10.05 | |||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Per share amount to be maintained in the trust account (in Dollars per share) | 10.05 | 10.05 | |||||||||||||||||||||
Capital Call [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Payments for fees | $ 1,000,000 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | |||||||||||||||||||||
Redemption payment | $ 215,621,387 | ||||||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | |||||||||||||||
Avila [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Other expenses | $ 300,000 | ||||||||||||||||||||||
Initial Public Offering [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Sponsor advance | $ 200,000 | ||||||||||||||||||||||
Principal amount | $ 480,000 | ||||||||||||||||||||||
Offering cost | 25,000 | ||||||||||||||||||||||
Sponsor loaned | $ 600,000 | ||||||||||||||||||||||
Initial Public Offering [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | 480,000 | ||||||||||||||||||||||
Sponsor advance | 480,000 | ||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Sponsor advance | 480,000 | ||||||||||||||||||||||
Sponsor principal amount | $ 480,000 | 480,000 | |||||||||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | 480,000 | ||||||||||||||||||||||
Sponsor advance | 480,000 | ||||||||||||||||||||||
Sponsor principal amount | 480,000 | ||||||||||||||||||||||
Principal amount | $ 480,000 | ||||||||||||||||||||||
Price of warrant (in Dollars per share) | $ 1 | ||||||||||||||||||||||
Inflation Reduction Act 2022 [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Percentage of excise tax on repurchase of shares | 1% | ||||||||||||||||||||||
Percentage of fair market value of shares | 1% | 1% | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Redemption payment | $ 19,208,848 | $ 19,208,848 | |||||||||||||||||||||
Common stock redeemed (in Shares) | 1,847,662 | ||||||||||||||||||||||
Trust Account Assets [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Minimum share price of the residual assets remaining available for distribution (in Dollars per share) | $ 10.05 | $ 10.05 | |||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 0.02 | $ 0.02 | $ 10.05 | $ 10.05 | |||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 241,200,000 | $ 20,000 | $ 241,200,000 | ||||||||||||||||||
Cash | $ 53,377 | $ 0 |
Description of Organization a_4
Description of Organization and Business Operations (Details) - 3 - USD ($) | 3 Months Ended | 9 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. 07, 2023 | Sep. 06, 2023 | Aug. 30, 2023 | Aug. 17, 2023 | Jun. 07, 2023 | Mar. 06, 2023 | Sep. 13, 2021 | Sep. 07, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 07, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 16, 2022 | |
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Common stock redeemed (in Shares) | 21,151,393 | ||||||||||||||||||||
Redemption payment | $ 19,208,848 | $ 215,621,387 | $ 19,208,848 | ||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 1,175,644 | $ 80,000 | 560,000 | |||||||||||
Excise tax payable | $ 2,348,302 | $ 2,348,302 | |||||||||||||||||||
Percentage of excise tax | 1% | 1% | |||||||||||||||||||
Cash | $ 53,377 | $ 50,931 | $ 171,583 | ||||||||||||||||||
Working capital deficit | 4,655,624 | 3,571,000 | |||||||||||||||||||
Issuance of ordinary shares to sponsor value | 25,000 | ||||||||||||||||||||
Loan payable | $ 163,000 | $ 163,000 | |||||||||||||||||||
Repaid amount | $ 6,000 | $ 157,000 | |||||||||||||||||||
Price of warrant (in Dollars per share) | $ 1 | $ 11.5 | $ 11.5 | ||||||||||||||||||
Promissory note principal amount | $ 480,000 | ||||||||||||||||||||
Principal amount paid to sponsor | $ 480,000 | ||||||||||||||||||||
Sponsor advance | $ 470,000 | $ 420,000 | |||||||||||||||||||
Sponsor loaned | 200,000 | 600,000 | |||||||||||||||||||
Outstanding due | 800,000 | 600,000 | |||||||||||||||||||
Private Placement Warrant [Member] | |||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Price of warrant (in Dollars per share) | $ 1 | ||||||||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Aggregate principal amount | $ 480,000 | ||||||||||||||||||||
Capital Call [Member] | |||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Payments for fees | $ 1,000,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Redemption payment | $ 215,621,387 | ||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | |||||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Sponsor advance | $ 200,000 | ||||||||||||||||||||
Sponsor loaned | $ 600,000 | ||||||||||||||||||||
Sponsor [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Aggregate principal amount | 480,000 | ||||||||||||||||||||
Sponsor advance | $ 480,000 | ||||||||||||||||||||
Inflation Reduction Act 2022 [Member] | |||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Percentage of excise tax on repurchase of shares | 1% | ||||||||||||||||||||
Percentage of fair market value of shares | 1% | 1% | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Common stock redeemed (in Shares) | 1,847,662 | ||||||||||||||||||||
Redemption payment | $ 19,208,848 | $ 19,208,848 | |||||||||||||||||||
IPO [Member] | |||||||||||||||||||||
Description of Organization and Business Operations [Line Items] | |||||||||||||||||||||
Investment of cash into trust account | $ 20,000 | $ 20,000 | $ 241,200,000 | $ 20,000 | $ 241,200,000 | ||||||||||||||||
Shares issued, price per share (in Dollars per share) | $ 0.02 | $ 0.02 | $ 10.05 | $ 10.05 | |||||||||||||||||
Cash | $ 53,377 | $ 0 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||
Cash equivalents | ||||
Restricted cash | $ 1,297,608 | 314,482 | ||
FDI coverage limit | $ 250,000 | $ 250,000 | ||
Maturity days | 185 days | 185 days | ||
Subscription receivable | $ 800,000 | $ 600,000 | ||
Debt discount | 229,834 | 279,245 | ||
Deferred tax liabilities | 10,357 | 9,935 | 156,593 | |
Recognized tax expense | $ 21,000 | $ 416,000 | ||
Deferred Income Tax | 600,000 | |||
Unrecognized tax benefits | ||||
Unrecognized interest and penalties | ||||
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 | 1,000,945 | 24,000,000 | |
Warrants to purchase aggregate of common stock (in Shares) | 20,700,000 | 20,700,000 | ||
Over-Allotment Option [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||
Overallotment option vesting period | 45 days | 45 days | ||
Purchase of over allotment (in Shares) | 3,600,000 | 3,600,000 | ||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | ||||
Purchase of over allotment (in Shares) | 3,600,000 | 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 ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A redeemable [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share [Line Items] | ||||
Allocation of net (loss) income | $ (90,623) | $ 690,336 | ||
Basic and diluted weighted average common shares outstanding | 1,000,945 | 18,456,264 | ||
Basic and diluted net (loss) income per common share | $ (0.09) | $ 0.04 | ||
Class A non- redeemable [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share [Line Items] | ||||
Allocation of net (loss) income | $ (461,740) | |||
Basic and diluted weighted average common shares outstanding | 5,100,000 | |||
Basic and diluted net (loss) income per common share | $ (0.09) | |||
Class B Common Stock [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share [Line Items] | ||||
Allocation of net (loss) income | $ (81,483) | $ 205,133 | $ (109,809) | $ 2,383,487 |
Basic and diluted weighted average common shares outstanding | 900,000 | 5,484,270 | 2,017,808 | 6,000,000 |
Basic and diluted net (loss) income per common share | $ (0.09) | $ 0.04 | $ (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 | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A redeemable [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items] | ||||
Diluted weighted average common shares outstanding | 1,000,945 | 18,456,264 | ||
Diluted net (loss) income per common share | $ (0.09) | $ 0.04 | ||
Class A non- redeemable [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items] | ||||
Diluted weighted average common shares outstanding | 5,100,000 | |||
Diluted net (loss) income per common share | $ (0.09) | |||
Class B Common Stock [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) [Line Items] | ||||
Diluted weighted average common shares outstanding | 900,000 | 5,484,270 | 2,017,808 | 6,000,000 |
Diluted net (loss) income per common share | $ (0.09) | $ 0.04 | $ (0.05) | $ 0.40 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Sep. 07, 2021 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 06, 2023 | Aug. 17, 2023 | Jun. 07, 2023 | Mar. 06, 2023 | |
Initial Public Offering [Line Items] | ||||||||
Common stock price, per share | $ 11.5 | $ 11.5 | $ 1 | |||||
Warrant [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Investors of price per share | $ 1 | |||||||
Offering costs allocated to derivative warrant liabilities | $ 668,000 | |||||||
Sponsor [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Investors of price per share | $ 0.04 | |||||||
Class A Common Stock [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Common stock price, per share | $ 11.5 | |||||||
Anchor Investor [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Number of units issued | 23,760,000 | 23,760,000 | ||||||
Anchor Investor [Member] | Founder Shares [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Generating gross proceeds | $ 3,200,000 | $ 3,200,000 | ||||||
Estimated fair value of shares sold to investors price per share | $ 2.37 | $ 2.37 | ||||||
Anchor Investor [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Aggregate number of shares transferred to investor | 1,350,000 | 1,350,000 | ||||||
Investors of price per share | $ 0.004 | $ 0.004 | ||||||
Initial Public Offering [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Number of shares issued | 24,000,000 | 24,000,000 | ||||||
Number of units issued | 24,000,000 | |||||||
Investors of price per share | $ 10.05 | $ 10.05 | $ 0.02 | $ 0.02 | ||||
Initial Public Offering [Member] | Warrant [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Transaction costs | $ 668,000 | |||||||
Offering costs allocated to derivative warrant liabilities | $ 668,000 | |||||||
Initial Public Offering [Member] | Class A Common Stock [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Number of shares issued | 24,000,000 | |||||||
Generating gross proceeds | $ 240,000,000 | $ 240,000,000 | ||||||
Offering costs | 17,500,000 | |||||||
Deferred underwriting commissions | $ 12,000,000 | |||||||
Common stock price, per share | $ 11.5 | |||||||
Over-Allotment Option [Member] | ||||||||
Initial Public Offering [Line Items] | ||||||||
Number of units issued | 3,600,000 | 3,600,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
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 ($) | Sep. 06, 2023 USD ($) $ / shares | Aug. 17, 2023 USD ($) $ / shares | Aug. 07, 2023 USD ($) | Jul. 20, 2023 USD ($) | Jun. 07, 2023 USD ($) $ / shares | May 07, 2023 USD ($) | May 02, 2023 USD ($) | Mar. 28, 2023 USD ($) | Mar. 22, 2023 shares | Mar. 06, 2023 USD ($) $ / shares | Oct. 16, 2021 shares | Sep. 13, 2021 USD ($) | Sep. 07, 2021 USD ($) $ / shares shares | Sep. 01, 2021 USD ($) | May 05, 2021 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 22, 2023 shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Jun. 07, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 13, 2023 USD ($) | Oct. 11, 2023 USD ($) | Oct. 10, 2023 USD ($) | Sep. 07, 2023 USD ($) | Jul. 29, 2021 shares | Apr. 30, 2021 USD ($) | |
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Stock split | the Company effected a 1:1.1162791 stock split of Class B common stock | the Company effected a 1:1.1162791 stock split of Class B common stock | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1 | $ 11.5 | $ 11.5 | |||||||||||||||||||||||||||||||||
Number of securities called by each warrant (in Shares) | shares | 1 | 1 | ||||||||||||||||||||||||||||||||||
Trading period after completion of business combination | 30 days | 30 days | ||||||||||||||||||||||||||||||||||
Loan payable | $ 163,000 | $ 163,000 | ||||||||||||||||||||||||||||||||||
Repaid amount | $ 6,000 | $ 157,000 | ||||||||||||||||||||||||||||||||||
Incurred amount | 45,000 | 45,000 | ||||||||||||||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 480,000 | |||||||||||||||||||||||||||||||||||
Sponsor advance | 470,000 | 420,000 | ||||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 1,175,644 | $ 80,000 | 560,000 | ||||||||||||||||||||||||||
Operating bank account | $ 616,000 | $ 616,000 | $ 616,000 | |||||||||||||||||||||||||||||||||
Operating expenses | $ 1,411,063 | $ 4,448 | $ 1,415,512 | |||||||||||||||||||||||||||||||||
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 Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to sponsor (in Shares) | shares | 8,700,000 | 8,700,000 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||
Proceeds from warrants | $ 8,700,000 | $ 8,700,000 | ||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to sponsor (in Shares) | shares | 8,700,000 | 8,700,000 | ||||||||||||||||||||||||||||||||||
Debt instrument conversion price per warrant (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||
Public offering price per share (in Dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||
Previously Reported [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Incurred amount | $ 180,000 | 180,000 | ||||||||||||||||||||||||||||||||||
Due to related party | ||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Sponsor advance | $ 480,000 | |||||||||||||||||||||||||||||||||||
Promissory Note [Member] | Sponsor [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Cover expenses | $ 300,000 | |||||||||||||||||||||||||||||||||||
Working Capital Loans [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Working capital loans convertible into warrants | $ 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||
Services Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Due to related party | 160,000 | 40,000 | ||||||||||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||||||||||||||||
Maximum borrowing capacity of related party promissory note | $ 480,000 | |||||||||||||||||||||||||||||||||||
Sponsor advance | $ 480,000 | |||||||||||||||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Due to related party | 450,000 | 420,000 | ||||||||||||||||||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Offering costs | $ 25,000 | |||||||||||||||||||||||||||||||||||
Sponsor Contributed capital | 100,000 | |||||||||||||||||||||||||||||||||||
Loan payable | 163,000 | 163,000 | ||||||||||||||||||||||||||||||||||
Repaid amount | $ 157,000 | |||||||||||||||||||||||||||||||||||
Related party transaction | $ 891,000 | $ 891,000 | ||||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 80,000 | 450,000 | ||||||||||||||||||||||||||||||||||
Public offering price per share (in Dollars per share) | $ / shares | $ 0.04 | |||||||||||||||||||||||||||||||||||
Deposit | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||
Operating expenses | 80,000 | |||||||||||||||||||||||||||||||||||
Outstanding from Sponsor | $ 195,000 | $ 195,000 | 0 | |||||||||||||||||||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to sponsor (in Shares) | shares | 1,200,000 | 1,200,000 | ||||||||||||||||||||||||||||||||||
Sponsor [Member] | Previously Reported [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 400,000 | |||||||||||||||||||||||||||||||||||
Sponsor [Member] | Services Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Expenses per month | $ 10,000 | |||||||||||||||||||||||||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Repaid amount | $ 6,000 | |||||||||||||||||||||||||||||||||||
Sponsor [Member] | Services Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Incurred amount | $ 30,000 | $ 30,000 | $ 120,000 | 120,000 | ||||||||||||||||||||||||||||||||
Founder [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Issuance of shares (in Shares) | shares | 6,181,250 | |||||||||||||||||||||||||||||||||||
Founder shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Forfeit founder shares (in Shares) | shares | 900,000 | 900,000 | ||||||||||||||||||||||||||||||||||
Percentage of issued and outstanding shares | 20% | 20% | ||||||||||||||||||||||||||||||||||
Closing price per share (in Dollars per share) | $ / shares | $ 12 | $ 12 | ||||||||||||||||||||||||||||||||||
Threshold trading days for transfer | 20 | |||||||||||||||||||||||||||||||||||
Threshold consecutive trading days | 30 | |||||||||||||||||||||||||||||||||||
Threshold period after the business combination | 150 days | 150 days | ||||||||||||||||||||||||||||||||||
Founder Shares [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Transferred shares (in Shares) | shares | 1,350,000 | 1,350,000 | ||||||||||||||||||||||||||||||||||
Restrictions on transfer period of time after business combination completion | 1 year | 1 year | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Due to related party | $ 270,000 | $ 225,000 | ||||||||||||||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Due to related party | 910,000 | 805,000 | 85,000 | |||||||||||||||||||||||||||||||||
Due to related party | 225,000 | 45,000 | ||||||||||||||||||||||||||||||||||
Due To Related Party [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Due to related party | 420,000 | $ 0 | ||||||||||||||||||||||||||||||||||
Services Agreement [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Due to related party | 190,000 | 160,000 | ||||||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Related party transaction | $ 15,000 | $ 15,000 | ||||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 80,000 | $ 80,000 | $ 80,000 | |||||||||||||||||||||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock shares outstanding (in Shares) | shares | 900,000 | 900,000 | 6,000,000 | |||||||||||||||||||||||||||||||||
Shares exchanged (in Shares) | shares | 5,100,000 | 5,100,000 | ||||||||||||||||||||||||||||||||||
Class B Common Stock [Member] | Founder [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock shares outstanding (in Shares) | shares | 6,900,000 | |||||||||||||||||||||||||||||||||||
Shares forfeited (in Shares) | shares | 900,000 | |||||||||||||||||||||||||||||||||||
Forfeiture of founder Shares (in Shares) | shares | 900,000 | |||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Common stock shares outstanding (in Shares) | shares | 5,100,000 | 5,100,000 | 0 | |||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.5 | |||||||||||||||||||||||||||||||||||
Class A Common Stock [Member] | Private Placement Warrants [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.5 | $ 11.5 | ||||||||||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Warrants to sponsor (in Shares) | shares | 7,500,000 | 7,500,000 | ||||||||||||||||||||||||||||||||||
Private Placement [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||
Proceeds from warrants | $ 8,700,000 | $ 8,700,000 | ||||||||||||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Issuance of shares (in Shares) | shares | 24,000,000 | 24,000,000 | ||||||||||||||||||||||||||||||||||
Cash deposited in Trust Account | $ 20,000 | $ 20,000 | $ 241,200,000 | $ 20,000 | $ 241,200,000 | |||||||||||||||||||||||||||||||
Public offering price per share (in Dollars per share) | $ / shares | $ 0.02 | $ 0.02 | $ 10.05 | $ 10.05 | ||||||||||||||||||||||||||||||||
IPO [Member] | Class A Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Related Party Transactions [Line Items] | ||||||||||||||||||||||||||||||||||||
Issuance of shares (in Shares) | shares | 24,000,000 | |||||||||||||||||||||||||||||||||||
Transferred shares (in Shares) | shares | 2,376,000 | 2,376,000 | ||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 10, 2023 | Mar. 29, 2023 | Mar. 28, 2023 | Aug. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | |||||||
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 | ||||||
Deferred underwriting fee payable | $ 6,600,000 | $ 6,600,000 | $ 12,000,000 | ||||
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. | 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 | $ 200,000 | $ 600,000 | |||||
Sponsor loaned | $ 200,000 | $ 325,000 | |||||
issuance share (in Shares) | 1 | 1 | |||||
Outstanding Capital (in Shares) | 10 | 10 | |||||
Reasonable attorney’s fees | $ 5,000 | ||||||
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 | $ 0.0001 | ||||
Sponsor value | $ 510 | $ 510 | |||||
Class B Common Stock [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Sponsor share par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Sponsor value | $ 90 | $ 90 | $ 600 | ||||
Underwriting Agreement [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
(in Dollars per share) | $ 0.5 | $ 0.5 | |||||
Underwriters for deferred underwriting commissions | $ 12,000,000 | ||||||
Deferred underwriting commissions | 2,500,000 | $ 2,500,000 | |||||
Deferred underwriting commission aggregate value | $ 14,500,000 | 14,500,000 | |||||
Deferred underwriting fee payable | $ 12,000,000 | ||||||
IPO [Member] | Class A Common Stock [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Share Purchase Agreement (in Shares) | 2,376,000 | 2,376,000 | |||||
IPO [Member] | Underwriting Agreement [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Underwriting discount, per unit (in Dollars per share) | $ 0.2 | $ 0.2 | |||||
Underwriting discount | $ 4,800,000 | ||||||
Underwriter cash discount | $ 4,800,000 | ||||||
IPO [Member] | Forward Share Purchase Agreement [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Share Purchase Agreement (in Shares) | 2,376,000 | ||||||
Forward Share Purchase Agreement (in Shares) | 2,500,000 | ||||||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Over-allotment option was fully exercised (in Dollars per share) | $ 0.7 | ||||||
Over-allotment per unit (in Dollars per share) | $ 0.7 | ||||||
Sponsor [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Sponsor fees | $ 1,000,000 | ||||||
Sponsor [Member] | Class A Common Stock [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Sponsor share par value (in Dollars per share) | $ 0.1 | $ 0.1 | |||||
Sponsor [Member] | Class B Common Stock [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Sponsor value | $ 1 | $ 1 |
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 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Class A Shares of Common Stock Subject to Possible Redemption [Line Items] | |||||
Shares outstanding | 21,151,393 | ||||
Common stock subject to possible redemption [Member] | |||||
Class A Shares of Common Stock Subject to Possible Redemption [Line Items] | |||||
Temporary equity shares outstanding | 1,000,945 | ||||
Class A Common Stock [Member] | |||||
Class A Shares of Common Stock Subject to Possible Redemption [Line Items] | |||||
Common stock authorized | 200,000,000 | 200,000,000 | |||
Temporary equity, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Temporary equity shares issued | 21,151,393 | ||||
Temporary equity shares outstanding | 1,000,945 | 1,000,945 | 24,000,000 | ||
Percentage of common stock issued and outstanding | 65% | 88.10% | |||
Common stock held in trust (in Dollars) | $ 28,744,831 | $ 10,426,000 | $ 10,426,000 | ||
Temporary equity, redemption price per share (in Dollars per share) | $ 10.98 | $ 10.84 | $ 10.15 | ||
Shares outstanding | 1,847,662 | 21,151,393 | |||
Common Stock [Member] | |||||
Class A Shares of Common Stock Subject to Possible Redemption [Line Items] | |||||
Temporary equity shares outstanding | 1,000,945 | ||||
Common Stock [Member] | Class A Common Stock [Member] | |||||
Class A Shares of Common Stock Subject to Possible Redemption [Line Items] | |||||
Temporary equity shares issued | 21,151,393 | ||||
Temporary equity shares outstanding | 1,847,662 | ||||
Percentage of common stock issued and outstanding | 65% | 88.10% |
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 - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Class A Common Stock Subject to Possible Redemption [Line Items] | ||
Class A common stock subject to possible redemption | $ 10,847,403 | $ 243,597,590 |
Class A common stock subject to possible redemption | 10,994,111 | 10,847,403 |
Redemptions | (234,830,236) | |
Due to shareholder | (628,758) | |
Accretion of carrying value to redemption value | (146,708) | (2,418,083) |
Waiver of underwriting fee allocated to Class A Common Stock | 5,126,890 | |
Accretion of Class A common stock subject to possible redemption amount | $ 146,708 | $ 2,418,083 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 22, 2023 | Mar. 22, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 06, 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 outstanding | ||||||
Preferred stock shares issued | ||||||
Class A Common Stock [Member] | ||||||
Stockholders’ Deficit [Line Items] | ||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 5,100,000 | 5,100,000 | 0 | |||
Common stock shares outstanding | 5,100,000 | 5,100,000 | 0 | |||
Common stock, votes per share | one | |||||
Ratio to be applied to the stock in the conversion | 20% | 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 | 20,000,000 | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock shares issued | 900,000 | 900,000 | 6,000,000 | |||
Common stock shares outstanding | 900,000 | 900,000 | 6,000,000 | |||
Conversion of stock shares issued | 5,100,000 | 5,100,000 | ||||
Common stock, votes per share | one | one | ||||
Common Stock [Member] | Class A Common Stock [Member] | ||||||
Stockholders’ Deficit [Line Items] | ||||||
Common stock shares issued | 6,100,945 | 6,100,945 | ||||
Common stock shares outstanding | 6,100,945 | 6,100,945 | ||||
Common Stock [Member] | Class B Common Stock [Member] | ||||||
Stockholders’ Deficit [Line Items] | ||||||
Common stock par value (in Dollars per share) | $ 0.0001 |
Warrants (Details)
Warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2023 | Aug. 17, 2023 | Dec. 31, 2022 | Sep. 07, 2021 | |
Warrants [Line Items] | |||||
Exercise price per share | $ 11.5 | $ 11.5 | $ 1 | ||
Share redemption trigger price | 18 | 18 | |||
Redemption price per public warrant | $ 0.01 | $ 0.01 | |||
Consecutive trading days for redemption | 30 days | 30 days | |||
Public Warrants [Member] | |||||
Warrants [Line Items] | |||||
Warrants outstanding (in Shares) | 12,000,000 | 12,000,000 | |||
Public warrants exercisable business combination term | 30 days | 30 days | |||
Private Placement Warrants [Member] | |||||
Warrants [Line Items] | |||||
Warrants outstanding (in Shares) | 8,700,000 | 8,700,000 | |||
Exercise price per share | $ 1 | $ 1 | |||
Event Triggering Adjustment to the Exercise Price of Warrants [Member] | Public Warrants [Member] | |||||
Warrants [Line Items] | |||||
Adjusted exercise price of warrants percent | 115% | 115% | |||
Warrant redemption price per share percentage | 180% | 180% | |||
Event Triggering Adjustment to the Exercise Price of Warrants [Member] | Minimum [Member] | Public Warrants [Member] | |||||
Warrants [Line Items] | |||||
Price per founder share | $ 9.2 | $ 9.2 | |||
Percentage of the proceeds to be used for business combination | 60% | 60% | |||
Event Triggering Adjustment to the Exercise Price of Warrants [Member] | Maximum [Member] | Public Warrants [Member] | |||||
Warrants [Line Items] | |||||
Price per founder share | $ 9.2 | $ 9.2 | |||
Class A Common Stock [Member] | |||||
Warrants [Line Items] | |||||
Exercise price per share | $ 11.5 | ||||
Price per share | 18 | 18 | |||
Class A Common Stock [Member] | Private Placement Warrants [Member] | |||||
Warrants [Line Items] | |||||
Exercise price per share | $ 11.5 | $ 11.5 |
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 (Details) [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 ($) | Mar. 31, 2024 | Dec. 31, 2023 |
US Treasury Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | $ 11,981,456 | $ 10,664,690 |
US Treasury Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | ||
US Treasury Securities [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Investments held in Trust Account—U.S. Treasury Securities | ||
Public Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Derivative liabilities | ||
Public Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Derivative liabilities | 396,000 | 361,200 |
Public Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Derivative liabilities | ||
Private Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Derivative liabilities | ||
Private Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Derivative liabilities | 287,100 | 261,890 |
Private Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | ||
Derivative liabilities |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||||||||||
May 15, 2024 | May 06, 2024 | Mar. 26, 2024 | Mar. 26, 2024 | Mar. 20, 2024 | Mar. 15, 2024 | Feb. 07, 2024 | Feb. 02, 2024 | Jan. 05, 2024 | Dec. 15, 2023 | Nov. 07, 2023 | Oct. 07, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 13, 2023 | Dec. 11, 2023 | Dec. 05, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 07, 2024 | |
Subsequent Events [Line Items] | |||||||||||||||||||||
Amount withdrew from trust account | $ 1,049,360 | $ 1,049,360 | $ 1,049,360 | $ 2,497,250 | $ 3,049,360 | ||||||||||||||||
Income tax payments | $ 1,447,900 | $ 317,900 | $ 317,900 | $ 317,900 | |||||||||||||||||
Installment payments | $ 1,130,000 | $ 1,130,000 | |||||||||||||||||||
Additional amount in to the trust account | $ 36,285.07 | $ 36,285.07 | $ 36,285.07 | ||||||||||||||||||
Deferred compensation | $ 132,500 | 132,500 | |||||||||||||||||||
Service fees | 7,500 | 7,500 | |||||||||||||||||||
Cash deposited in Trust Account | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 1,175,644 | $ 80,000 | $ 560,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Deposit into trust account | $ 20,000 | ||||||||||||||||||||
Cash deposited in Trust Account | $ 20,000 | ||||||||||||||||||||
Maximum [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Subscription agreement | $ 1,000,000 | ||||||||||||||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Subscription agreement | $ 975,000 | ||||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Redemption of Share (in Shares) | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||||
Par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Forecast [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Deposits | $ 20,000 | ||||||||||||||||||||
Common stock outstanding per share (in Dollars per share) | $ 0.02 | ||||||||||||||||||||
Cash deposited in Trust Account | $ 20,000 | ||||||||||||||||||||
Forecast [Member] | Common Class A [Member] | |||||||||||||||||||||
Subsequent Events [Line Items] | |||||||||||||||||||||
Redemption of Share (in Shares) | 481,865 | ||||||||||||||||||||
Par value per share (in Dollars per share) | $ 0.0001 |
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_6
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | 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 | $ (81,483) | $ 205,133 | $ (109,809) | $ 2,383,487 |
Denominator: | ||||
Basic weighted average common shares outstanding | 900,000 | 5,484,270 | 2,017,808 | 6,000,000 |
Basic net income per common share | $ (0.09) | $ 0.04 | $ (0.05) | $ 0.4 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share (Parentheticals) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | 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 | 900,000 | 5,484,270 | 2,017,808 | 6,000,000 |
Diluted net income per common share | $ (0.09) | $ 0.04 | $ (0.05) | $ 0.40 |
Class A Shares of Common Stoc_5
Class A Shares of Common Stock Subject to Possible Redemption (Details) - Schedule of Class A Common Stock Subject to Possible Redemption - Initial Public Offering [Member] - Class A Common Stock [Member] - USD ($) | 12 Months Ended | ||
Sep. 07, 2021 | 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 | $ 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 |
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 ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | 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 | $ 21,362 | $ 416,252 | $ 615,387 | $ 624,584 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets (Liability) - USD ($) | Mar. 31, 2024 | 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 | $ 10,357 | 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 (Deta_3
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 |
US Treasury Securities [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 10,664,690 | $ 244,314,622 |
US Treasury Securities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
US Treasury Securities [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Investments held in Trust Account | ||
Public Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Public Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities: | ||
Derivative Liability | 361,200 | 49,200 |
Public Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Private Warrants [Member] | Quoted Prices in Active Markets (Level 1) [Member] | ||
Liabilities: | ||
Derivative Liability | ||
Private Warrants [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Liabilities: | ||
Derivative Liability | 261,890 | 35,690 |
Private Warrants [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liabilities: | ||
Derivative Liability |
Fair Value Measurements (Deta_4
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_5
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 |
Common Stock Price [Member] | 3/29/2023 [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 |
Common Stock Price [Member] | 3/31/2023 [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 |
Common Stock Price [Member] | 6/30/2023 [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 |
Probability of completing BC [Member] | 3/29/2023 [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 |
Probability of completing BC [Member] | 3/31/2023 [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 |
Probability of completing BC [Member] | 6/30/2023 [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 |
Maximum Term yrs [Member] | 3/29/2023 [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 |
Maximum Term yrs [Member] | 3/31/2023 [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 |
Maximum Term yrs [Member] | 6/30/2023 [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 |
Risk Free Rate [Member] | 3/29/2023 [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 |
Risk Free Rate [Member] | 3/31/2023 [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 |
Risk Free Rate [Member] | 6/30/2023 [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 |
Implied Volatility [Member] | 3/29/2023 [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 |
Implied Volatility [Member] | 3/31/2023 [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 |
Implied Volatility [Member] | 6/30/2023 [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_6
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 |