Everest Consolidator Acquisition (MNTN) 10-Q 20 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-41100
Entity Registrant Name	Everest Consolidator Acquisition Corporation
Entity Tax Identification Number	86-2485792
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	92660
Entity Address, Address Line One	4041 MacArthur Blvd
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
City Area Code	949
Local Phone Number	610-0835
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001863719
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Class A common stock
Document and Entity Information
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	MNTN
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		7,392,108
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		4,312,500
Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at a price of $11.50 per share
Document and Entity Information
Title of 12(b) Security	Warrants, each whole Warrant exercisable to purchase one share of Class A common stock at a price of $11.50 per share
Trading Symbol	MNTN WS
Security Exchange Name	NYSE
Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Document and Entity Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant
Trading Symbol	MNTN.U
Security Exchange Name	NYSE

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 26,973	$ 103,976
Total current assets	26,973	103,976
Marketable securities held in trust account	83,596,299	148,555,898
Total assets	83,623,272	148,659,874
Current liabilities:
Accounts payable	3,950,511	3,383,281
Accrued expenses	8,221,354	7,093,247
Loan payable - related party	3,777,500	2,752,500
Excise tax liability	1,082,317	410,577
Due to related party	$ 120,000	$ 90,000
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Conditional guarantee liability	$ 3,983,096	$ 3,845,474
Income taxes payable	2,231,722	1,783,230
Total current liabilities	23,366,500	19,358,309
Total liabilities	23,366,500	19,358,309
Commitments and Contingencies (Note 5)
Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(22,078,112)	(18,510,810)
Total stockholders' deficit	(22,077,681)	(18,510,379)
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit	83,623,272	148,659,874
Class A Common stock subject to possible redemption
Current liabilities:
Excise tax liability	1,082,317	410,577
Class A Common stock subject to possible redemption, $0.0001 par value, 100,000,000 shares authorized; 7,392,108 at $11.14 redemption value shares issued and outstanding as of March 31, 2024 and 13,424,131 shares at $11.01 redemption value shares issued and outstanding as of December 31, 2023	82,334,453	147,811,944
Class B common stock
Stockholders' Deficit:
Common stock	$ 431	$ 431

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Class A Common stock subject to possible redemption
Class A Common stock subject to possible redemption, par value (in dollars per share)	$ 0.0001	$ 0.0001
Class A Common stock subject to possible redemption, shares authorized	100,000,000	100,000,000
Class A Common stock subject to possible redemption, shares issued	7,392,108	13,424,131
Class A Common stock subject to possible redemption, shares outstanding	7,392,108	13,424,131
Class A Common stock subject to possible redemption, redemption price (in dollars per share)	$ 11.14	$ 11.01
Class A Common stock not subject to possible redemption
Common stock, shares issued	0	0
Common stock, shares outstanding	0	0
Class B common stock
Common stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares issued	4,312,500	4,312,500
Common stock, shares outstanding	4,312,500	4,312,500

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
General and administrative expenses	$ 2,062,840	$ 2,373,223
Loss from operations	(2,062,840)	(2,373,223)
Other income (expense):
Investment income held in Trust Account	1,634,399	1,897,729
Interest expense	(184,500)
Conditional guarantee expense	(137,622)
Net loss before income taxes	(750,563)	(475,494)
Income tax provision	(448,492)	(382,013)
Net loss	$ (1,199,055)	$ (857,507)
Class A Common stock subject to possible redemption
Other income (expense):
Weighted average shares outstanding , basic	11,104,122	17,250,000
Weighted average shares outstanding, diluted	11,104,122	17,250,000
Basic net loss per share	$ (0.08)	$ (0.04)
Diluted net loss per share	$ (0.08)	$ (0.04)
Class B non-redeemable common stock
Other income (expense):
Weighted average shares outstanding , basic	4,312,500	4,312,500
Weighted average shares outstanding, diluted	4,312,500	4,312,500
Basic net loss per share	$ (0.08)	$ (0.04)
Diluted net loss per share	$ (0.08)	$ (0.04)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($)	Class A Common Stock Subject to Possible Redemption Common Stock	Class A Common Stock Subject to Possible Redemption	Class B Ordinary Shares Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning balance at Dec. 31, 2022	$ 177,667,994		$ 431		$ (6,349,715)	$ (6,349,284)
Beginning balance (in shares) at Dec. 31, 2022	17,250,000		4,312,500
Proceeds from sale of private placement warrants				$ (1,725,000)		(1,725,000)
Accretion of trust earnings for Class A Common stock subject to possible redemption	$ 3,200,188			$ (1,725,000)	(1,475,188)	(3,200,188)
Net Income (Loss)					(857,507)	(857,507)
Ending balance at Mar. 31, 2023	$ 180,868,182		$ 431		(8,682,410)	(8,681,979)
Ending balance (in shares) at Mar. 31, 2023	17,250,000		4,312,500
Beginning balance at Dec. 31, 2022	$ 177,667,994		$ 431		(6,349,715)	(6,349,284)
Beginning balance (in shares) at Dec. 31, 2022	17,250,000		4,312,500
Redemptions of Class A Common stock subject to possible redemption		$ (41,057,655)
Ending balance at Dec. 31, 2023	$ 147,811,944		$ 431		(18,510,810)	(18,510,379)
Ending balance (in shares) at Dec. 31, 2023	13,424,131		4,312,500
Accretion of trust earnings for Class A Common stock subject to possible redemption	$ 1,696,507				(1,696,507)	(1,696,507)
Redemptions of Class A Common stock subject to possible redemption	$ (67,173,998)	$ (108,231,653)
Redemptions of Class A Common stock subject to possible redemption (in shares)	(6,032,023)
Excise tax					(671,740)	(671,740)
Net Income (Loss)					(1,199,055)	(1,199,055)
Ending balance at Mar. 31, 2024	$ 82,334,453		$ 431		$ (22,078,112)	$ (22,077,681)
Ending balance (in shares) at Mar. 31, 2024	7,392,108		4,312,500

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Cash Flows from Operating Activities:
Net Income (Loss)	$ (1,199,055)	$ (857,507)
Adjustments to reconcile net loss to net cash used in operating activities
Investment income held in Trust account	(1,634,399)	(1,897,729)
Conditional guarantee expense	137,622
Changes in operating assets and liabilities
Prepaid expenses		106,438
Accounts payable	567,230	944,617
Accrued expenses	1,128,107	1,068,778
Due to related party	30,000
Income taxes payable	448,492	382,013
Net cash used in operating activities	(522,003)	(253,390)
Cash Flows from Investing Activities
Investment of cash into Trust Account	(580,000)	(1,725,000)
Redemption of investments	67,173,998	101,748
Net cash provided by (used in) investing activities	66,593,998	(1,623,252)
Cash Flows from Financing Activities:
Proceeds from issuance of private placement warrants to Sponsor		1,725,000
Proceeds from promissory note - related party	1,025,000
Redemption of Class A shares subject to possible redemption	(67,173,998)
Net cash provided by (used in) financing activities	(66,148,998)	1,725,000
Net change in cash	(77,003)	(151,642)
Cash - beginning of the period	103,976	236,151	$ 236,151
Cash - end of the period	26,973	84,509	$ 103,976
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of Class A shares subject to possible redemption	1,696,507	$ 3,200,188
Excise tax liability	$ 671,740

Description of Organization and

Description of Organization and Business Operations	3 Months Ended
	Mar. 31, 2024
Description of Organization and Business Operations
Description of Organization and Business Operations	Note 1—Description of Organization and Business Operations Everest Consolidator Acquisition Corporation (“SPAC” or the “Company”) is a blank check company incorporated in Delaware on March 8, 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. As of March 31, 2024, the Company had not commenced any operations. All activity for the period from March 8, 2021 (inception) through March 31, 2024 relates to the Company’s formation, activities necessary to prepare for the initial public offering (the “Initial Public Offering” or the “IPO”), and the activities necessary to identify a target company and prepare 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 will generate non-operating income in the form of interest income on the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. On November 29, 2021 (the “IPO Date”), the Company consummated the IPO through the issuance of 17,250,000 Units, including 2,250,000 Units sold pursuant to the full exercise of the underwriters’ over-allotment option, with each unit consisting of one share of Class A common stock, and one-half of one redeemable warrant (the “Units”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000, which is described in Note 3. Simultaneously with the closing of the IPO, the Company completed the private sale of 6,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to Everest Consolidator Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), generating gross proceeds to the Company of $9,500,000, which is described in Note 4. Transaction costs amounted to $10,431,114, including $6,037,500 in deferred underwriting fees, $3,450,000 in upfront underwriting fees, and $943,614 in other offering costs related to the Initial Public Offering. As of the IPO date, a total of $175,950,000 of the net proceeds from the IPO and the Private Placement, which includes the $6,037,500 deferred underwriting commission, were placed in a U.S.-based trust account (the “Trust Account”) at Bank of America maintained by Equiniti Trust, LLC (f/k/a American Stock Transfer & Trust Company, LLC), acting as trustee. Except with respect to interest earned on the funds in the Trust Account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the Trust Account, the proceeds from the IPO and the Private Placement held in the Trust Account will not be released until the earliest of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Class A common stock shares, $0.0001 par value, included in the Units (the “Public Shares”) sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it does not complete the Initial Business Combination within up to 33 month period (the “Combination Period”) from the closing of the Initial Public Offering; and (iii) the redemption of 100% of the Class A common stock shares included in the Units sold in the Initial Public Offering if the Company is unable to complete an Initial Business Combination within the Combination Period from the closing of the Initial Public Offering (subject to the requirements of law). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. See the below sections titled “Extensions of the Period to Complete the Initial Business Combination,” “2023 Special Meeting of Stockholders” and “2024 Special Meeting of Stockholders” The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account, as applicable) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less income and franchise taxes payable, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under applicable stock exchange rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest but less income and franchise taxes payable. As a result, such Class A common stock shares were recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Pursuant to the Company’s amended and restated certificate of incorporation if the Company is unable to complete the Initial Business Combination within 33 months (pursuant to the 2023 and 2024 Charter Amendment Proposals discussed below) from the closing of the Initial Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned and not previously released to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholder’s rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s independent director nominees will not be entitled to rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination within the Combination Period of the closing of the Initial Public Offering. However, if the Sponsor or any of the Company’s directors, officers or affiliates acquires Class A common stock shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the Class A common stock. The Company’s stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the Class A common stock, except that the Company will provide its stockholders with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, upon the completion of the Initial Business Combination, subject to the limitations described herein. Extensions of the Period to Complete the Initial Business Combination On February 28, 2023, the Company extended the period it has to consummate an initial Business Combination by a period of three months, or until May 28, 2023 (the “Initial Extension”). In connection with the Initial Extension, the Company’s Sponsor deposited an aggregate of $1,725,000 into the Company’s Trust Account, representing $0.10 per public share, in exchange for the Company’s issuance to the Sponsor of 1,150,000 Private Placement Warrants, at a rate of $1.50 per private placement warrant, with the same terms as the Private Placement Warrants issued in connection with the closing of the Company’s initial public offering. On May 26, 2023, the Company further extended the period it has to consummate an initial business combination by a period of three months, or until August 28, 2023 (the “Second Extension”). In connection with the Second Extension, the Company’s Sponsor deposited an aggregate of $1,725,000 into the Company’s Trust Account, representing $0.10 per public share, in exchange for the Company’s issuance to the Sponsor of 1,150,000 Private Placement Warrants, at a rate of $1.50 per private placement warrant, with the same terms as the Private Placement Warrants issued in connection with the closing of the Company’s initial public offering. The Company’s stockholders were not entitled to vote on or redeem their shares in connection with the Initial Extension or the Second Extension. In connection with the Initial Extension and the Second Extension described above, the Sponsor entered into promissory notes in the aggregate amount of $3,450,000 ($1,725,000 for each Conditional Guarantees In connection with the Initial Extension and the Second Extension described above, the Company also entered into a Conditional Guaranty Agreement in favor of the Noteholder in respect of each Extension Note. Pursuant to each Conditional Guaranty Agreement, the Company has agreed, subject to the Company’s consummation of an Initial Business Combination prior to the Termination Date (as defined in our amended and restated certificate of incorporation), to guarantee the payment by the Sponsor to the Noteholder when due of all principal and accrued interest owed to the Noteholder under the Extension Notes. The Company’s obligations under each Conditional Guaranty Agreement will terminate upon the earliest to occur of (i) the payment in full or discharge and termination of the applicable Extension Note, (ii) the failure to consummate an initial business combination prior to the Termination Date or (iii) immediately prior to the voluntary or involuntary liquidation, dissolution or winding up of the Company. 2023 Special Meeting of Stockholders On August 24, 2023, the Company convened a special meeting of stockholders (the “2023 Special Meeting”) at which our stockholders approved, among other items, (i) a proposal to amend the Company’s amended and restated certificate of incorporation to provide the board of directors with the right to extend (the “Monthly Extensions”) the date by which the Company has to consummate a business combination (the “Combination Period”) up to an additional six (6) times for one one such redemption would exceed the Redemption Limitation (the “2023 Redemption Limitation Amendment Proposal” and together with the 2023 Extension Amendment Proposal and the Trust Amendment Proposal, the “2023 Charter Amendment Proposals”). In connection with the 2023 Charter Amendment Proposals, holders of the Company’s public shares were given the opportunity to redeem their public shares for a pro rata share of the funds on deposit in the Trust Account as of two On August 28, 2023, the Company extended the period it has to consummate an initial Business Combination by a period of one month, or until September 28, 2023 (the “First Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $280,000 into the Company’s Trust Account. On September 28, 2023, the Company further extended the period it has to consummate an initial Business Combination by a period of one month, or until October 28, 2023 (the “Second Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $280,000 into the Company’s Trust Account. On October 23, 2023, the Company further extended the period it has to consummate an initial Business Combination by a period of one month, or until November 28, 2023 (the “Third Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $280,000 into the Company’s Trust Account. On November 28 2023, the Company further extended the period it has to consummate an initial Business Combination by a period of one month, or until December 28, 2023 (the “Fourth Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $280,000 into the Company’s Trust Account. On December 28, 2023, the Company further extended the period it has to consummate an initial Business Combination by a period of one month, or until January 28, 2024 (the “Fifth Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $280,000 into the Company’s Trust Account. On January 28, 2024, the Company further extended the period it has to consummate an initial Business Combination by a period of one month, or until February 28, 2024 (the “Sixth Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $280,000 into the Company’s Trust Account. 2024 Special Meeting of Stockholders The Company convened a special meeting of stockholders on February 26, 2024 (the “2024 Special Meeting”) at which the Company’s stockholders approved the amendment to the Company’s Charter to provide the Company’s board of directors with the right to extend (the “Extension”) the Combination Period up to an additional six (6) times for one (1) month each time, from February 28, 2024 to August 28, 2024 (as extended, the “New Extended Date”) (the “ 2024 Extension Amendment Proposal”). The Company also entered into a second amendment (the “2024 Trust Amendment” and together with 2024 Extension Amendment Proposal, the “2024 Charter Amendment Proposals”) to the Trust Agreement, The Trust Amendment, as amended, allows the Company to extend the date by which the Company has to consummate a business combination (the “Combination Period”) up to an additional six (6) times for one (1) month each time from February 28, 2024 to August 28, 2024 by depositing into the Trust Account, for each one-month extension, the lesser of (a) $150,000 and (b) $0.030 per share (the “Extension Payment”) for each then-outstanding share of the Company’s Class A common stock (the “Public Shares”) after giving effect to the redemption of the Public Shares for the redemption price. In connection with the 2024 Charter Amendment Proposals, holders of the Company’s public shares were given the opportunity to redeem their public shares for a pro rata share of the funds on deposit in the Trust Account, including any interest earned on the Trust Account deposits (net of taxes payable), divided by the number of then outstanding public shares. Stockholders holding 6,032,023 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s Trust Account. As a result, approximately $67.2 million (approximately $11.14 per Public Share) were removed from the Company’s Trust Account to pay such redeeming holders of Public Shares. Following the redemptions, a total of 7,392,108 Public Shares remained outstanding and eligible for redemption, and the Company had approximately $82.7 million remaining in the Trust Account. On February 28, 2024, the Company further extended the period it has to consummate an initial Business Combination by a period of one month, or until March 28, 2024 (the “First 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $150,000 into the Company’s Trust Account. On March 26, 2024, the Company further extended the period it has to consummate an initial Business Combination by a period of one month, or until April 28, 2024 (the “Second 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $150,000 into the Company’s Trust Account. On April 26, 2024, the Company further extended the period it has to consummate an initial Business Combination by a period of one month, or until May 28, 2024 (the “Third 2024 Monthly Extension”). In connection with the one-month extension, the Company’s Sponsor deposited $150,000 into the Company’s Trust Account. Business Combination Agreement On May 19, 2023, the Company entered into a business combination agreement with Unifund Financial Technologies, Inc., a Delaware corporation (“New PubCo” or “Unifund”), Unifund Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of New PubCo (“Merger Sub”), Unifund Holdings, LLC, a Delaware limited liability company (“Holdings”), Credit Card Receivables Fund Incorporated, an Ohio corporation (“CCRF”), USV, LLC, an Ohio limited liability company (“USV” and together with Holdings and CCRF, the “Target Companies”), and, solely for limited purposes set forth therein, the Sponsor (the “Business Combination Agreement”). Each of New PubCo and Merger Sub is a newly formed entity that was formed for the sole purpose of entering into and consummating the Business Combination (as defined below). The Business Combination Agreement has been approved by the boards of directors or board of managers, as applicable, of each of SPAC, the Target Companies and New PubCo. The Target Company group specializes in the acquisition and servicing of consumer debt receivables and offers consumer data analytics and tailored recovery solutions for major banks, financial institutions and other creditors across the United States. The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions, and other terms relating to the transactions contemplated by the Business Combination Agreement, are summarized below in “Structure of Business Combination” Waiver and Consent to Business Combination Agreement On February 25, 2024, the Company, Sponsor and Holdings entered into a Waiver and Consent to Business Combination Agreement (the “Waiver and Consent”). The Waiver and Consent, among other things, permits the solicitation of, exploration and negotiation of, entry into, and consummation of (a) one or more potential sales, whether structured as a sale of equity of some or all of the Unifund Entities, a sale of some, all or substantially all of the assets of some or all of the Unifund Entities or as a merger, consolidation or otherwise, including, without limitation, sales of one or more of the receivables portfolios held by any of the Unifund Entities, which may or may not be made in the ordinary course of their respective business (a “Sale Transaction”) and (b) one or more financing transactions whether structured as debt, equity or a combination thereof, to provide for among other things the refinancing of the Unifund Entities’ existing senior secured credit facility (each, a “Financing Transaction” and together with any Sale Transaction, each, a “Strategic Transaction”). The Waiver and Consent further waived any past, current, or future defaults under the Business Combination Agreement caused by, arising from, or in connection with, any Strategic Transaction and further waived any and all defaults or breaches of the Business Combination Agreement by the Unifund Entities that may have occurred prior to or on the date of signing the Waiver and Consent. The Waiver and Consent resulted in amendments to the termination provisions of the Business Combination Agreement as discussed below. Structure of Business Combination Pursuant to the terms and subject to the conditions of the Business Combination Agreement, (i) prior to the Merger and the Contributions and Exchanges (as each is defined below), David G. Rosenberg (“Rosenberg”) and ZB Limited Partnership, a Delaware limited partnership (“ZB Limited”), shall cause a reorganization of Holdings, USV and certain other members of the Target Company group to be consummated as specified in the Business Combination Agreement (the “Reorganization”), (ii) on the Closing Date (as defined below), Merger Sub will be merged with and into SPAC (the “Merger”), with SPAC continuing as the surviving corporation of the Merger (the “Surviving Corporation”) and a direct, wholly-owned subsidiary of New PubCo, and (iii) on the Closing Date, pursuant to the Contribution and Exchange Agreement (as defined below), (a) Rosenberg will contribute 100% of the outstanding common stock of CCRF and 100% of the outstanding common stock of Unifund Corporation, an Ohio corporation (“Unifund Corp”), beneficially owned by Rosenberg prior to the Contributions and Exchanges (as defined below), in each case, to New PubCo in exchange for newly issued shares of common stock of New PubCo, par value $0.0001 per share (“New PubCo Common Stock”), (b) Rosenberg, not individually but solely as trustee of the TER Trust (“TER Trust” and, together with Rosenberg and ZB Limited, the “Target Company Equityholders”), will contribute 100% of the equity interests in Payce, LLC, an Ohio limited liability company (“Payce”), beneficially owned by TER Trust prior to the Contributions and Exchanges to New PubCo in exchange for newly issued shares of New PubCo Common Stock, (c) ZB Limited will contribute all of its equity interests in each of Holdings, USV, Distressed Asset Portfolio I, LLC, an Ohio limited liability company (“DAP I”), and Distressed Asset Portfolio IV, LLC, an Ohio limited liability company (“DAP IV”), in each case, beneficially owned by ZB Limited prior to the Contributions and Exchanges to New PubCo in exchange for newly issued shares of New PubCo Common Stock and (d) immediately thereafter, New PubCo will contribute the equity interests in each of Holdings and USV to CCRF, and, as a result of the foregoing, New PubCo will directly own (x) 100% of the outstanding common stock of CCRF and 100% of the outstanding common stock of Unifund Corp beneficially owned by Rosenberg prior to the Contributions and Exchanges, (y) 100% of the equity interests of Payce held by TER Trust prior to the Contributions and Exchanges and (z) 100% of the outstanding equity interests in DAP I and DAP IV beneficially held by ZB Limited prior to the Contributions and Exchanges (constituting 25% of the outstanding equity interests of each each In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including the New PubCo Registration Rights and Lock-up Agreement, the Sponsor Support Agreement and the Holder Support Agreement. Consideration The consideration to be paid to the Target Company Equityholders, SPAC stockholders and New PubCo in connection with the Business Combination will include stock consideration and is based on an enterprise value of $238 million of the Target Companies and their respective subsidiaries. Pursuant to the Business Combination Agreement, at the effective time of the Merger (the “Merger Effective Time”), by virtue of the Merger and without any action on the part of the Target Companies, New PubCo, SPAC or any SPAC stockholder, (i) each SPAC unit issued and outstanding immediately prior to the Merger Effective Time will be separated automatically and the holder thereof will be deemed to hold one (1) share of SPAC Class A common stock and one At the effective time of the Contributions and Exchanges, by virtue of the Contributions and Exchanges and in accordance with the Contribution and Exchange Agreement, (i) Rosenberg will be issued 7,500,000 shares of New PubCo Common Stock, (ii) ZB Limited will be issued 2,250,000 shares of New PubCo Common Stock and (iii) the TER Trust will be issued 250,000 shares of New PubCo Common Stock. The terms of the Business Combination Agreement provides that New PubCo (or to the extent applicable, Sponsor) will reimburse ZB Limited (the “Reimbursement Obligations”) for certain tax liabilities incurred by the members of ZB Limited in connection with the transactions contemplated by the Business Combination Agreement on or before January 31, 2024 and January 31, 2025, as applicable. Pursuant to the terms of the Business Combination Agreement, New PubCo will use its commercially reasonable efforts to ensure that at least $4,200,000 of cash will remain in one or more bank accounts of New PubCo or under New PubCo’s control to make such payments to ZB Limited. In the event that the board of directors of New PubCo determines in good faith that the payment of the full amount of the Reimbursement Obligations, as applicable, would adversely affect New PubCo’s ability to: (i) pay its obligations when due, (ii) conduct its business in accordance with its business plan or (iii) comply with the covenants included in the Target Companies’ senior credit facility and other material contracts and indebtedness, Sponsor has agreed to transfer such shortfall amount, as applicable, to ZB Limited, in cash or in shares of New PubCo Common Stock (as determined in Sponsor’s sole discretion), with each such share valued at $10.00 per share. Governance of New PubCo SPAC and New PubCo have agreed to take all necessary actions consistent with applicable laws to cause the board of directors of New PubCo as of immediately following the Closing to consist of five directors, consisting of David G. Rosenberg, W. Brian Maillian, Adam Dooley, one director designated by SPAC and one director reasonably agreed to by the Target Companies and SPAC, who is (i) independent and (ii) qualified to serve on the Audit Committee of New PubCo, in each case, as determined under applicable federal securities laws and the rules promulgated thereunder and stock exchange listing standards. Any subsequent New PubCo Board will be composed in accordance with and subject to the terms and conditions of the proposed organizational documents of New PubCo. Conditions to Closing The Closing is subject to certain customary conditions, including, among other things: (i) approval by SPAC’s stockholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto; (ii) approval by the Target Company Equityholders of the Business Combination Agreement, the Business Combination and certain other actions related thereto; (iii) the receipt of all necessary pre-closing authorizations, consents, clearances, waivers and approvals of certain Governmental Authorities, (iv) the Reorganization shall have been consummated in all material respects in accordance with the Business Combination Agreement, (v) SPAC having at least $40,000,000 in Available Cash (defined as an amount equal to: (a) the amount of cash available to be released from the Trust Account as of immediately prior to, or concurrently with, the Closing (net of the SPAC Share Redemption Amount), plus (b) the sum of all cash and cash equivalents of SPAC on hand held outside of the Trust Account immediately prior to the Closing, plus (c) the sum of all cash net proceeds received by SPAC, New PubCo and/or the Target Companies from any Pre-Closing Financing prior to, or upon the Closing; minus (d) the aggregate amount required to repay any outstanding Working Capital Loans; minus (e) the aggregate amount of all Outstanding Target Company Transaction Expenses; minus (f) the aggregate amount of all Outstanding SPAC Transaction Expenses); and (vi) the New PubCo Common Stock to be issued in connection with the Business Combination having been approved for listing on the Listing Exchange (as defined in the Business Combination Agreement) subject only to official notice of issuance thereof. The Closing will occur no later than three Business Days following the satisfaction or waiver of all of the closing conditions, or at such other time date and place as SPAC and the Target Companies may mutually agree in writing (such date, the “Closing Date”), provided that the Merger will not occur prior to the consummation of the Reorganization. Termination The Business Combination Agreement may be terminated by SPAC or the Target Companies at any time prior to the consummation of the Business Combination under certain circumstances, including, among others, (i) by written consent of SPAC and the Target Companies, (ii) by SPAC or the Target Companies if SPAC has not obtained the required approval of its stockholders, (iii) by SPAC if the Target Companies have not obtained the required approval of the applicable Target Company Equityholders by a certain specified approval deadline, (iv) by the Target Companies if the termination date of SPAC as set forth in SPAC’s governing documents shall not have been extended by Sponsor in accordance with such governing documents prior to May 28, 2023, August 28, 2023, or any other applicable extension prior to December 31, 2023 (the “Agreement End Date”), and (v) prior to the receipt by SPAC of the requisite approval of its stockholders, by the Target Companie

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies During the three-month period ended March 31, 2024, there were no changes to the significant accounting policies in relation to what was described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”). Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed financial position as of March 31, 2024 and its results of operations for the three-month periods ended March 31, 2024 and 2023, and changes in stockholders’ deficit and cash flows for the periods presented. The results disclosed in the unaudited condensed statement of operations for the three-months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2023 filed with the Securities and Exchange Commission. 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Marketable securities held in the Trust Account As of March 31, 2024 and December 31, 2023, the Company’s portfolio of investments held in the Trust Account are comprised solely of securities held in a mutual fund that invests in U.S. Treasury securities with a maturity of 180 days or less. These securities are presented on the unaudited condensed balance sheets at their fair value at the end of each reporting period. Earnings on these securities are included in investment income in the accompanying unaudited condensed statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. During the three months ended March 31, 2024 and 2023, the Company did not withdraw any dividend and interest income from the Trust Account for payment of franchise and income tax obligations (see Note 4). As of the date of this Quarterly Report on Form 10-Q, $1,075,252 of the funds withdrawn during the year ended December 31, 2023 have not been remitted to satisfy franchise and income tax liabilities and such liabilities remain outstanding. Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2024 and December 31, 2023, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheet as of March 31, 2024 is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Redemptions of Class A common stock ​ ​ (108,231,653) Plus: ​ ​ Re-measurement of carrying value to redemption value ​ 18,222,829 Accretion of trust earnings ​ 14,616,106 Class A common stock subject to possible redemption ​ $ 82,334,453 ​ The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheet as of December 31, 2023 is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Redemptions of Class A common stock ​ ​ (41,057,655) Plus: ​ ​ Re-measurement of carrying value to redemption value ​ 18,222,829 Accretion of trust earnings ​ ​ 12,919,599 Class A common stock subject to possible redemption ​ $ 147,811,944 ​ Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist cash accounts in financial institutions which, at times may exceed the Federal depository insurance coverage of $250,000 . As of March 31, 2024 and December 31, 2023, the Company has not experienced losses on its cash accounts and management believes the Company is not exposed to significant risks on such account. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2024 and December 31, 2023, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in Trust Account. ​ Use of Estimates The preparation of 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 financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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. Warrant Instruments The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders, or their affiliates in payment of Working Capital Loans made to the Company, are identical to the warrants underlying the Units being offered in the IPO. The Public Warrants (see Note 6) and Private Placement Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815. Business Combination Costs Costs incurred in relation to a potential Business Combination may include legal, accounting, and other expenses. Any such costs are expensed as incurred. The Company incurred approximately $1.6 million and $0 of Business Combination costs (including all costs incurred by Unifund in connection with the Business Combination Agreement in accordance with its terms), for the three-months ended March 31, 2024 and 2023, respectively. Net Loss Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares outstanding for the period. The Company’s unaudited condensed statements of operations include a presentation of loss per ordinary share subject to redemption in a manner similar to the two-class method of loss per share. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company’s Public Warrants (see Note 6) and Private Placement Warrants (see Note 4) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented. A reconciliation of net loss per ordinary share is as follows: ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ March 31, 2024 Redeemable Class A Common Stock ​ ​ ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ (863,643) Denominator: Weighted Average Shares Outstanding, Redeemable Class A Common Stock ​ ​ 11,104,122 Basic and diluted net loss per share, Redeemable Class A Common Stock ​ $ (0.08) Non-Redeemable Class B Common Stock ​ ​ ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ (335,412) Denominator: Weighted Average Shares Outstanding Non-Redeemable Class B Common Stock ​ ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B Common Stock ​ $ (0.08) ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ March 31, 2023 Redeemable Class A Common Stock ​ ​ ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ (686,006) Denominator: Weighted Average Shares Outstanding, Redeemable Class A Common Stock ​ 17,250,000 Basic and diluted net loss per share, Redeemable Class A Common Stock ​ $ (0.04) Non-Redeemable Class B Common Stock ​ ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ (171,501) Denominator: Weighted Average Shares Outstanding Non-Redeemable Class B Common Stock ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B Common Stock ​ $ (0.04) ​ Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the unaudited condensed financial statements and tax basis of assets and liabilities and net operating and capital loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance is reduced when it is determined that it is more likely than not that the deferred tax asset will be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits and underpaid income taxes as income tax expense. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The Company is subject to income tax examinations since inception by various taxing authorities. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. As of March 31, 2024 and December 31, 2023, the Company has not recorded any amounts related to uncertain tax positions. Guarantee The Company accounts for the Conditional Guarantees in accordance with the guidance in ASC 460, Guarantees (“ASC 460”) as the Conditional Guarantees contingently require the Company to make payments to a guaranteed party. As required by ASC 460, at the inception, the Company assessed the need to recognize a liability for the contingent component of the guarantee (the obligation to make future payments upon the occurrence of certain events) in accordance with the guidance in ASC 450, Contingencies (“ASC 450”). Under ASC 450, a Company is required to record a liability if it is probable that the Company would have to make a payment under the guarantee, and the payment can be reasonably estimated. See Note 4 for further detail as it relates to the Conditional Guarantees. As of March 31, 2024 and December 31, 2023, the Company deemed that the payment of the Extension Notes on behalf of the Sponsor was probable and recorded a liability of $3,983,096 and $3,845,474, respectively, including $3,450,000 of principal, and $533,096 and $395,474 of accrued interest related to the Extension Notes through March 31, 2024 and December 31, 2023, respectively. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2024, which did not have a material impact on its financial statements. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2024
Initial Public Offering
Initial Public Offering	Note 3—Initial Public Offering Pursuant to the Initial Public Offering on November 29, 2021, the Company sold 17,250,000 Units at a purchase price of $10.00 per Unit, including 2,250,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock, an aggregate of 17,250,000 shares, and one-half of one redeemable warrant (“Public Warrant”), an aggregate of 8,625,000 public warrants. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions
Related Party Transactions	Note 4—Related Party Transactions Class B Founder Shares In March 2021, the Sponsor acquired 5,750,000 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000, consisting of 5,750,000 Class B founder shares (up to an aggregate of 750,000 of which were subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised). On September 24, 2021, the Company repurchased 1,437,500 shares of class B common stock from the Sponsor for $6,250. The underwriters exercised their overallotment option in full simultaneously in connection with the IPO. As a result, the 562,500 shares are no longer subjected to forfeiture. The founder shares are designated as Class B common stock and will automatically convert into shares of our Class A common stock (which such shares of Class A common stock delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if we do not consummate an initial business combination) at the time of our initial business combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of all shares of common stock issued and outstanding upon completion of this offering, plus (ii) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any member of our management team upon conversion of working capital loans. Pursuant to the Sponsor Support Agreement, discussed in Note 1 – Description of Organization and Business Operations As of March 31, 2024 and December 31, 2023, there were 4,312,500 shares of Class B common stock shares issued and outstanding. Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Company completed a sale of 6,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placements”), to the Sponsor and Directors, generating gross proceeds to the Company of $9,500,000. Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Initial Business Combination is not completed within 33 months (pursuant to the 2023 and 2024 Charter Amendment Proposals) from the closing of the Initial Public Offering, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. In connection with the Initial and Second Extensions the Company issued an additional 2,300,000 Private Placement Warrants in aggregate, at a rate of $1.50 per private placement warrant, with the same terms as the Private Placement Warrants issued in connection with the closing of the Company’s IPO. The purchasers of the Private Placement Warrants agreed, subject to limited exceptions, to not transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination. Guarantee Agreements On February 28, 2023 and May 26, 2023, in connection with the Initial Extension and Second Extensions, respectively, the Company’s Sponsor deposited an aggregate of $3,450,000 into the Company’s Trust Account, representing $0.10 per public share, in exchange for the Company’s issuance of to the Sponsor of 2,300,000 Private Placement Warrants, at a rate of $1.50 per private placement warrant, with the same terms as the Private Placement Warrants issued in connection with the closing of the Company’s initial public offering. In connection with the Initial Extension and the Second Extension, the Company also entered into a Conditional Guaranty Agreement in favor of the Noteholder in respect of each Extension Note described above. Pursuant to each Conditional Guaranty Agreement, the Company has agreed, subject to the Company’s consummation of an Initial Business Combination prior to the Termination Date, to guarantee the payment by the Sponsor to the Noteholder when due of all principal and accrued interest owed to the Noteholder under the respective Extension Note. The Company’s obligations under each Conditional Guaranty Agreement will terminate upon the earliest to occur of (i) the payment in full or discharge and termination of the applicable Extension Note, (ii) the failure to consummate an initial business combination prior to the Termination Date or (iii) immediately prior to the voluntary or involuntary liquidation, dissolution or winding up of the Company. Administrative Support Agreement The Company has entered into an Administrative Services Agreement pursuant to which the Company will pay an affiliate of the Sponsor a total of $10,000 per month, until the earlier of the completion of the initial Business Combination and the liquidation of the trust assets, for office space, secretarial and administrative services. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. For each of the three month periods ended March 31, 2024 and 2023, the Company expensed $30,000 for the services provided through the Administrative Services Agreement. As of March 31, 2024 and December 31 2023, the balance due under the agreement was $120,000 and $90,000, respectively, and was included in Due to related party. Related Party Loans On May 24, 2021, the Company and the Sponsor entered into a loan agreement, whereby the Sponsor agreed to loan the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Loan”). This loan was non-interest bearing and payable on the earlier of June 30, 2022 or the completion of the Initial Public Offering (the “Maturity Date”). There were no amounts outstanding related to the Loan as of March 31, 2024 as the Loan had been fully paid at the IPO Date. Working Capital Loans 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 $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2024 and December 31, 2023, no amounts were due under the Working Capital Loans. Loans Payable On May 7, 2023, the Company issued an unsecured promissory note (the “Promissory Note”) in the principal amount of up to $1,500,000 to the Sponsor. The Promissory Note obliges the Company to repay the total amount drawn (which will be in the form of a non-convertible working capital loan), together with accrued interest at the rate of 6% on the total amount drawn (the “Interest”), provided that the total repayment amount shall not exceed $1,500,000 plus the applicable Interest. The Note is repayable in full on the earlier of December 31, 2023 or the consummation of the Company’s initial business combination. On December 7, 2023, the Company the Sponsor amended and restated the Promissory Note (the “First Amended Promissory Note”) to, among other things (i) increase the principal amount that may be drawn upon by the Company to up to $3,500,000, (ii) amend the rate at which interest accrues on outstanding principal amounts to (a) 6.0% for any principal amount drawn down up to $1,500,000 and (b) 18.0% for any principal amount drawn down greater than $1,500,000, and (iii) amend the maturity date to the earlier of (a) the closing of the Business Combination or (b) February 28, 2024. On March 26, 2024, the Company further amended and restated the Promissory Note (the “Second A&R Promissory Note”) to, among other things (i) increase the principal amount that may be drawn upon by the Company to up to $4,000,000, and (ii) amend the maturity date to the earlier of (a) the closing of the Business Combination or (b) May 7, 2024. Through March 31, 2024 and December 31, 2023, the Company received an aggregate of $3,777,500 and $2,752,500, respectively, in proceeds from the Sponsor under the Promissory Note, as amended. The Company recorded interest expense of $184,500 and $0 on the Amended Promissory Note for the three month periods ended March 31, 2024 and 2023, respectively. On May 10, 2024, the Company and the Sponsor further amended and restated the Second A&R Promissory Note (the “Third A&R Promissory Note”) to (i) increase the principal amount of the Third A&R Promissory Note that may be drawn upon by the Company up to $4,500,000, and (ii) amend the maturity date to the earlier of (x) the closing of the Business Combination or (y) August 28, 2024. As of May 20, 2024, there was an outstanding balance of $4,227,500 under the Third A&R Promissory Note.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies.
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, if any, will be entitled to registration rights (in the case of the Founder Shares, only after conversion of such shares to Class A common stock) pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Initial Public Offering. These holders will be 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 Company paid an underwriting discount of 2.0% of the per Unit offering price to the underwriters at the closing of the Initial Public Offering, with an additional fee of 3.5% of the gross offering proceeds payable only upon the Company’s completion of its Initial Business Combination (the “Deferred Discount”). The Deferred Discount of $6,037,500 will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Initial Business Combination. On May 8, 2023, the Company received a letter providing notice from the representative of the underwriters, waiving any entitlement to their portion of the $6,037,500 deferred underwriting fee that accrued from their participation as the underwriters of the IPO as they have not been involved in the Business Combination process. This deferred underwriting discount, which previously increased the accumulated deficit due to the accretion of the Class A Common stock subject to possible redemption, was recorded as a recovery in the accumulated deficit during the second quarter of 2023.

Warrants

Warrants	3 Months Ended
	Mar. 31, 2024
Warrants
Warrants	Note 6—Warrants 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 on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under certain circumstances as a result of the Company’s failure to have an effective registration statement by the 60th business day after the closing of the initial Business Combination. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of its initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Class A common stock issuable upon exercise of the Public Warrants and will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Company’s initial Business Combination and to maintain a current prospectus relating to those Class A common stock until the Public Warrants expire or are redeemed. If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required to permit holders to exercise their warrants on a cashless basis. However, no Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the Company’s Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions) and (z) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the 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 under “Redemption of warrants for Class A common stock” and “Redemption of warrants for cash” 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, (i) they will not be redeemable by the Company, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned, or sold by the Sponsor until 30 days after the completion of the initial Business Combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they are subject to registration rights. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00: Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Stockholders’ Warrants—Anti-Dilution Adjustments”) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. In no event will the Company be required to net cash settle any Public Warrant upon the exercise thereof. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2024
Stockholders' Deficit
Stockholders' Deficit	Note 7—Stockholders’ Deficit Preferred Stock Class A Common Stock issued outstanding Class B Common Stock Holders of shares of Class A common stock and holders of shares of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified in our amended and restated certificate of incorporation, or as required by applicable provisions of the Delaware General Corporation Law or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. ​

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Taxes
Income Taxes	Note 8—Income Taxes While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable loss and associated income tax provision based on actual results through March 31, 2024. The Company’s effective tax rate was (59.8%) and (80.3%) for the three months ended March 31, 2024 and 2023, respectively. The difference between the effective tax rate of (59.8%) for the three months ended March 31, 2024 and the U.S. federal statutory rate of 21% for the three months ended March 31, 2024 was primarily due to permanent differences resulting from transaction costs associated with the Company’s proposed business combination (Note 1) and the interest and penalties incurred, and the temporary difference resulting from the change in the valuation allowance recorded against the deferred taxes arising from the Company’s startup costs. The difference between the effective tax rate of (80.3%) for the three months ended March 31, 2023 and the U.S. federal statutory rate of 21% for the three months ended March 31, 2023 was primarily due to the change in the valuation allowance, resulting from recognizing a full valuation allowance against the deferred tax assets arising from the Company’s startup costs. As of March 31, 2024, and December 31, 2023, the Company has no uncertain tax positions related to federal and state income taxes. The 2022 and 2021 federal tax returns for the Company remain open for examination. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the unaudited condensed financial statements as tax expense. For the three months ended March 31, 2024, the Company incurred $119,958 of interest and penalties on the unremitted income tax obligations. No interest or penalties were incurred during the three months ended March 31, 2023.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events
Subsequent Events	Note 9—Subsequent Events The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements other than below: On April 26, 2024, the Company further extended the period it has to consummate an initial business combination by a period of one month, or until May 28, 2024 in connection with which Company’s Sponsor deposited $150,000 into the Company’s Trust Account. On May 10, 2024, the Company and the Sponsor further amended and restated the Secondary A&R Promissory Note (the “Third A&R Promissory Note”) to (i) increase the principal amount of the Third A&R Promissory Note that may be drawn upon by the Company up to $4,500,000, and (ii) amend the maturity date to the earlier of (x) the closing of the Business Combination or (y) August 28, 2024.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed financial position as of March 31, 2024 and its results of operations for the three-month periods ended March 31, 2024 and 2023, and changes in stockholders’ deficit and cash flows for the periods presented. The results disclosed in the unaudited condensed statement of operations for the three-months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2023 filed with the Securities and Exchange Commission.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Marketable securities held in the Trust Account	Marketable securities held in the Trust Account As of March 31, 2024 and December 31, 2023, the Company’s portfolio of investments held in the Trust Account are comprised solely of securities held in a mutual fund that invests in U.S. Treasury securities with a maturity of 180 days or less. These securities are presented on the unaudited condensed balance sheets at their fair value at the end of each reporting period. Earnings on these securities are included in investment income in the accompanying unaudited condensed statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets. During the three months ended March 31, 2024 and 2023, the Company did not withdraw any dividend and interest income from the Trust Account for payment of franchise and income tax obligations (see Note 4). As of the date of this Quarterly Report on Form 10-Q, $1,075,252 of the funds withdrawn during the year ended December 31, 2023 have not been remitted to satisfy franchise and income tax liabilities and such liabilities remain outstanding.
Class A Common Stock Subject to Possible Redemption	Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption, if any, is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is 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, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of March 31, 2024 and December 31, 2023, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheet as of March 31, 2024 is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Redemptions of Class A common stock ​ ​ (108,231,653) Plus: ​ ​ Re-measurement of carrying value to redemption value ​ 18,222,829 Accretion of trust earnings ​ 14,616,106 Class A common stock subject to possible redemption ​ $ 82,334,453 ​ The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheet as of December 31, 2023 is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Redemptions of Class A common stock ​ ​ (41,057,655) Plus: ​ ​ Re-measurement of carrying value to redemption value ​ 18,222,829 Accretion of trust earnings ​ ​ 12,919,599 Class A common stock subject to possible redemption ​ $ 147,811,944
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist cash accounts in financial institutions which, at times may exceed the Federal depository insurance coverage of $250,000 . As of March 31, 2024 and December 31, 2023, the Company has not experienced losses on its cash accounts and management believes the Company is not exposed to significant risks on such account.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of March 31, 2024 and December 31, 2023, the Company only held Level 1 financial instruments, which are the Company’s Marketable securities held in Trust Account.
Use of Estimates	Use of Estimates The preparation of 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 financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the 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.
Warrant Instruments	Warrant Instruments The Company accounts for its Public and Private warrants as equity-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. In that respect, the Private Warrants, as well as any warrants underlying additional units the Company issues to the Sponsor, officers, directors, initial stockholders, or their affiliates in payment of Working Capital Loans made to the Company, are identical to the warrants underlying the Units being offered in the IPO. The Public Warrants (see Note 6) and Private Placement Warrants (see Note 4) were accounted for as equity instruments as they meet all of the requirements for equity classification under ASC 815.
Business Combination Costs	Business Combination Costs Costs incurred in relation to a potential Business Combination may include legal, accounting, and other expenses. Any such costs are expensed as incurred. The Company incurred approximately $1.6 million and $0 of Business Combination costs (including all costs incurred by Unifund in connection with the Business Combination Agreement in accordance with its terms), for the three-months ended March 31, 2024 and 2023, respectively.
Net Loss Per Common Stock	Net Loss Per Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net loss by the weighted average number of shares outstanding for the period. The Company’s unaudited condensed statements of operations include a presentation of loss per ordinary share subject to redemption in a manner similar to the two-class method of loss per share. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. The Company’s Public Warrants (see Note 6) and Private Placement Warrants (see Note 4) could, potentially, be exercised or converted into common shares and then share in the earnings of the Company. However, these warrants were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented. A reconciliation of net loss per ordinary share is as follows: ​ ​ ​ ​ ​ ​ ​ For the three months ended ​ March 31, 2024 Redeemable Class A Common Stock ​ ​ ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ (863,643) Denominator: Weighted Average Shares Outstanding, Redeemable Class A Common Stock ​ ​ 11,104,122 Basic and diluted net loss per share, Redeemable Class A Common Stock ​ $ (0.08) Non-Redeemable Class B Common Stock ​ ​ ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ (335,412) Denominator: Weighted Average Shares Outstanding Non-Redeemable Class B Common Stock ​ ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B Common Stock ​ $ (0.08) ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ March 31, 2023 Redeemable Class A Common Stock ​ ​ ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ (686,006) Denominator: Weighted Average Shares Outstanding, Redeemable Class A Common Stock ​ 17,250,000 Basic and diluted net loss per share, Redeemable Class A Common Stock ​ $ (0.04) Non-Redeemable Class B Common Stock ​ ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ (171,501) Denominator: Weighted Average Shares Outstanding Non-Redeemable Class B Common Stock ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B Common Stock ​ $ (0.04) ​
Income Taxes	Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the unaudited condensed financial statements and tax basis of assets and liabilities and net operating and capital loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance is reduced when it is determined that it is more likely than not that the deferred tax asset will be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits and underpaid income taxes as income tax expense. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The Company is subject to income tax examinations since inception by various taxing authorities. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. As of March 31, 2024 and December 31, 2023, the Company has not recorded any amounts related to uncertain tax positions.
Guarantee	Guarantee The Company accounts for the Conditional Guarantees in accordance with the guidance in ASC 460, Guarantees (“ASC 460”) as the Conditional Guarantees contingently require the Company to make payments to a guaranteed party. As required by ASC 460, at the inception, the Company assessed the need to recognize a liability for the contingent component of the guarantee (the obligation to make future payments upon the occurrence of certain events) in accordance with the guidance in ASC 450, Contingencies (“ASC 450”). Under ASC 450, a Company is required to record a liability if it is probable that the Company would have to make a payment under the guarantee, and the payment can be reasonably estimated. See Note 4 for further detail as it relates to the Conditional Guarantees. As of March 31, 2024 and December 31, 2023, the Company deemed that the payment of the Extension Notes on behalf of the Sponsor was probable and recorded a liability of $3,983,096 and $3,845,474, respectively, including $3,450,000 of principal, and $533,096 and $395,474 of accrued interest related to the Extension Notes through March 31, 2024 and December 31, 2023, respectively.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 on January 1, 2024, which did not have a material impact on its financial statements. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that addresses requests for improved income tax disclosures from investors that use the financial statements to make capital allocation decisions. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2024. The amendments in this ASU must be applied on a retrospective basis to all prior periods presented in the financial statements and early adoption is permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Accounting Policies
Schedule of Class A common stock subject to possible redemption	The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheet as of March 31, 2024 is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Redemptions of Class A common stock ​ ​ (108,231,653) Plus: ​ ​ Re-measurement of carrying value to redemption value ​ 18,222,829 Accretion of trust earnings ​ 14,616,106 Class A common stock subject to possible redemption ​ $ 82,334,453 ​ The Class A common stock subject to possible redemption reflected on the unaudited condensed balance sheet as of December 31, 2023 is reconciled in the following table: ​ ​ ​ ​ Gross proceeds $ 172,500,000 Less: ​ ​ Class A common stock issuance costs ​ (10,100,667) Fair value of Public Warrants at issuance ​ (4,672,162) Redemptions of Class A common stock ​ ​ (41,057,655) Plus: ​ ​ Re-measurement of carrying value to redemption value ​ 18,222,829 Accretion of trust earnings ​ ​ 12,919,599 Class A common stock subject to possible redemption ​ $ 147,811,944
Schedule of reconciliation of net loss per ordinary share	​ ​ ​ ​ ​ ​ ​ For the three months ended ​ March 31, 2024 Redeemable Class A Common Stock ​ ​ ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ (863,643) Denominator: Weighted Average Shares Outstanding, Redeemable Class A Common Stock ​ ​ 11,104,122 Basic and diluted net loss per share, Redeemable Class A Common Stock ​ $ (0.08) Non-Redeemable Class B Common Stock ​ ​ ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ (335,412) Denominator: Weighted Average Shares Outstanding Non-Redeemable Class B Common Stock ​ ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B Common Stock ​ $ (0.08) ​ ​ ​ ​ ​ ​ For the three months ended ​ ​ March 31, 2023 Redeemable Class A Common Stock ​ ​ ​ Numerator: Net loss allocable to Redeemable Class A Common Stock ​ $ (686,006) Denominator: Weighted Average Shares Outstanding, Redeemable Class A Common Stock ​ 17,250,000 Basic and diluted net loss per share, Redeemable Class A Common Stock ​ $ (0.04) Non-Redeemable Class B Common Stock ​ ​ Numerator: Net loss allocable to non-redeemable Class B Common Stock ​ $ (171,501) Denominator: Weighted Average Shares Outstanding Non-Redeemable Class B Common Stock ​ 4,312,500 Basic and diluted net loss per share, Non-Redeemable Class B Common Stock ​ $ (0.04) ​

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Details)				3 Months Ended
	May 26, 2023 USD ($) M $ / shares shares	Feb. 28, 2023 USD ($) M $ / shares shares	Nov. 29, 2021 USD ($) $ / shares shares	Mar. 31, 2024 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares
Description of Organization and Business Operations
Class of warrant or right, exercise price of warrants or rights | $ / shares				$ 11.50
Sale of stock issue price per share | $ / shares			$ 10
Proceeds from Issuance Initial Public Offering			$ 172,500,000
Proceeds from issuance of private placement warrants to Sponsor					$ 1,725,000
Prospective assets of acquiree as a percentage of fair value of assets in the trust account			80%
Expenses payable on dissolution			$ 100,000
Aggregate proceeds held in the Trust Account				$ 0
Cash				26,973		$ 103,976
Working capital deficit				23,339,527
Funds withdrawn from trust account				322,267
Remmitted franchise or income tax liabilities				1,075,252
Minimum
Description of Organization and Business Operations
Cash				40,000,000
Sponsor
Description of Organization and Business Operations
Aggregate proceeds held in the Trust Account	$ 3,450,000	$ 3,450,000		$ 3,450,000
Price per share | $ / shares	$ 0.10	$ 0.10
Interest rate per annum				16%
Sponsor | Initial Extension
Description of Organization and Business Operations
Aggregate proceeds held in the Trust Account		$ 1,725,000		$ 1,725,000
Price per share | $ / shares		$ 0.10
Number of three-month extensions permitted | M		3
Sponsor | Second Extension
Description of Organization and Business Operations
Aggregate proceeds held in the Trust Account	$ 1,725,000			$ 1,725,000
Price per share | $ / shares	$ 0.10
Number of three-month extensions permitted | M	3
Private Placement Warrants
Description of Organization and Business Operations
Class of warrants or rights warrants issued during the period units | shares			6,333,333
Class of warrants or rights warrants issued issue price per warrant | $ / shares			$ 1.50
Proceeds from issuance of private placement warrants to Sponsor			$ 9,500,000
Private Placement Warrants | Sponsor
Description of Organization and Business Operations
Class of warrant or right, exercise price of warrants or rights | $ / shares	$ 1.50
Number of warrants issued | shares	1,150,000
IPO
Description of Organization and Business Operations
Stock issued during the period shares | shares			17,250,000
Sale of stock issue price per share | $ / shares			$ 10
Transaction costs			$ 10,431,114
Deferred underwriting fees			6,037,500
Upfront underwriting fees			3,450,000
Other offering costs			$ 943,614
IPO | Public Warrants
Description of Organization and Business Operations
Class of warrant or right, Number of securities called by each warrant or right | shares			8,625,000
IPO | Private Placement Warrants
Description of Organization and Business Operations
Proceeds from Issuance or Sale of Equity			$ 175,950,000
Deferred underwriting commissions			$ 6,037,500
Over-Allotment Option
Description of Organization and Business Operations
Stock issued during the period shares | shares			2,250,000
Private Placement | Sponsor | Initial Extension
Description of Organization and Business Operations
Class of warrant or right, exercise price of warrants or rights | $ / shares		$ 1.50
Number of warrants issued | shares		1,150,000
Class A common stock
Description of Organization and Business Operations
Common stock par value (in dollars per share) | $ / shares				$ 0.0001		$ 0.0001
Percentage of public shares to be redeemed in case business combination is not consummated			100%
Period within which business combination shall be consummated from the consummation of initial public offer			33 months
Class A common stock | Public Shares
Description of Organization and Business Operations
Common stock par value (in dollars per share) | $ / shares			$ 0.0001
Percentage of public shares to be redeemed in case business combination is not consummated			100%
Period within which business combination shall be consummated from the consummation of initial public offer			33 months
Class A common stock | Public Warrants
Description of Organization and Business Operations
Class of warrant or right, Number of securities called by each warrant or right | shares			1
Class of warrant or right, exercise price of warrants or rights | $ / shares			$ 11.50
Class A common stock | IPO
Description of Organization and Business Operations
Stock issued during the period shares | shares			17,250,000

Description of Organization a_3

Description of Organization and Business Operations - Conditional Guarantees (Details)													1 Months Ended		3 Months Ended		12 Months Ended
	May 28, 2024 USD ($)	Apr. 26, 2024 USD ($)	Mar. 26, 2024 USD ($)	Feb. 28, 2024 USD ($)	Feb. 26, 2024 USD ($) $ / shares shares	Jan. 28, 2024 USD ($)	Dec. 28, 2023 USD ($)	Nov. 28, 2023 USD ($)	Oct. 23, 2023 USD ($)	Sep. 28, 2023 USD ($)	Aug. 28, 2023 USD ($)	Aug. 24, 2023 USD ($) item $ / shares shares	Feb. 29, 2024 USD ($) shares	Aug. 31, 2023 USD ($) shares	Mar. 31, 2024 USD ($) $ / shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) $ / shares
Description of Organization and Business Operations
Maximum number of times that the period to consummate a business combination can be extended | item												6
Term by which the period to consummate business combination shall be extended each time												1 month
Minimum payment to be made to the Trust Account for each monthly extension of period to consummate business combination					$ 150,000							$ 280,000
Minimum payment per public share to be made to the Trust Account for each monthly extension of period to consummate business combination | $ / shares					$ 0.030							$ 0.035
Threshold net tangible assets for redemption of shares												$ 5,000,001
Number of business days prior to approval when holders were given opportunity to redeem shares												2 days
Number of stockholders elected to redeem shares | shares					6,032,023							63
Number of shares redeemed | shares					7,392,108
Redemption price per share | $ / shares					$ 11.14
Total redemption price					$ 67,200,000
Amount remained in Trust Account					$ 82,700,000							$ 144,900,000			$ 83,596,299		$ 148,555,898
Amount deposited in Trust Account															580,000	$ 1,725,000
Excise Tax on Redemption															671,740
Excise tax liability															$ 1,082,317		$ 410,577
Sponsor | Related party
Description of Organization and Business Operations
Amount deposited in Trust Account			$ 150,000	$ 150,000		$ 280,000	$ 280,000	$ 280,000	$ 280,000	$ 280,000	$ 280,000
Subsequent event | Sponsor | Related party
Description of Organization and Business Operations
Amount deposited in Trust Account	$ 150,000	$ 150,000
Class A Common stock subject to possible redemption
Description of Organization and Business Operations
Number of shares redeemed | shares					6,032,023							3,825,869	6,032,023	3,825,869
Redemption price per share | $ / shares												$ 10.73			$ 11.14		$ 11.01
Total redemption price					$ 67,173,998							$ 41,057,655	$ 67,173,998	$ 41,057,655	$ 108,231,653		$ 41,057,655
Excise tax liability															$ 1,082,317		$ 410,577

Description of Organization a_4

Description of Organization and Business Operations - Structure of Business Combination (Details)	Mar. 31, 2024 $ / shares
Business Combination Agreement
Description of Organization and Business Operations
Common stock, par value	$ 0.0001
Contribution and Exchange Agreement | CCRF | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | Unifund Corp | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | Payce | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | DAP I and DAP IV | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | DAP I | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	25%
Contribution and Exchange Agreement | DAP IV | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	25%
Contribution and Exchange Agreement | Holdings
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | Holdings | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | Holdings | CCRF
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | USV | CCRF
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Prior to Contribution and Exchange Agreement
Description of Organization and Business Operations
Common stock, par value	$ 0.0001
Rosenberg | Prior to Contribution and Exchange Agreement | CCRF
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Prior to Contribution and Exchange Agreement | Unifund Corp
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Prior to Contribution and Exchange Agreement | Payce
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Contribution and Exchange Agreement | CCRF
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Contribution and Exchange Agreement | Unifund Corp
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%

Description of Organization a_5

Description of Organization and Business Operations - Consideration, Governance of New PubCo, Conditions to Closing (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) director $ / shares shares
Description of Organization and Business Operations
Number of directors | director	5
Business Combination Agreement
Description of Organization and Business Operations
Common stock, par value | $ / shares	$ 0.0001
Number of common shares held by holder	1
Number of warrant held by holder	0.5
Business Combination Agreement | ZB Limited
Description of Organization and Business Operations
Common stock, shares issued	2,250,000
Business Combination Agreement | TER Trust
Description of Organization and Business Operations
Common stock, shares issued	250,000
Business Combination Agreement | New PubCo
Description of Organization and Business Operations
Enterprise value | $	$ 238,000,000
Minimum amount of cash to be remaining in one or more bank accounts | $	$ 4,200,000
Common stock price | $ / shares	$ 10
Number of common stock shares converted	1
Business Combination Agreement | Rosenberg
Description of Organization and Business Operations
Common stock, shares issued	7,500,000

Description of Organization a_6

Description of Organization and Business Operations - Termination, Registration Statement/Proxy Statement (Details) - Target Companies	Mar. 31, 2024 USD ($) $ / shares
Organization Consolidation And Presentation Of Financial Statements
Termination fee, minimum	$ 4,000,000
Percent of termination fee	4%
Termination fee, maximum	$ 12,000,000
Cash payment | $ / shares	$ 0.50

Description of Organization a_7

Description of Organization and Business Operations - New PubCo Registration Rights and Lock-up Agreement (Details)	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares
ZB Limited
Organization Consolidation And Presentation Of Financial Statements
Aggregate amount of shares sold | $	$ 3,000,000
New PubCo Registration Rights and Lock-up Agreement
Organization Consolidation And Presentation Of Financial Statements
Lock-up period	30 days
Stock price trigger for redemption of public warrants | $ / shares	$ 12
Number of trading days for determining the share price	20 days
Number of trading days for commencing the share price	30 days
Number of trading days for closing the share price	150 days
New PubCo Registration Rights and Lock-up Agreement | Sponsor
Organization Consolidation And Presentation Of Financial Statements
Lock-up period	365 days

Description of Organization a_8

Description of Organization and Business Operations - Contribution and Exchange Agreement (Details)	Mar. 31, 2024
Contribution and Exchange Agreement | CCRF | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | Unifund Corp | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | Payce | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | DAP I and DAP IV | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | DAP I | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	25%
Contribution and Exchange Agreement | DAP IV | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	25%
Contribution and Exchange Agreement | Holdings
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | Holdings | New PubCo
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | Holdings | CCRF
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Contribution and Exchange Agreement | USV | CCRF
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Prior to Contribution and Exchange Agreement | CCRF
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Prior to Contribution and Exchange Agreement | Unifund Corp
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Prior to Contribution and Exchange Agreement | Payce
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Contribution and Exchange Agreement | CCRF
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%
Rosenberg | Contribution and Exchange Agreement | Unifund Corp
Description of Organization and Business Operations
Percent of outstanding common stock owned	100%

Description of Organization a_9

Description of Organization and Business Operations - Sponsor Support Agreement (Details)	3 Months Ended
	Mar. 31, 2024 shares
Sponsor Support Agreement
Organization Consolidation And Presentation Of Financial Statements
Number of SPAC Class B common stock forfeited	1,500,000

Description of Organization _10

Description of Organization and Business Operations - Inflation Reduction Act of 2022 (Details) - USD ($)			1 Months Ended		3 Months Ended	12 Months Ended
	Feb. 26, 2024	Aug. 24, 2023	Feb. 29, 2024	Aug. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Description of Organization and Business Operations
Number of shares redeemed	7,392,108
Total redemption price	$ 67,200,000
Excise tax liability					$ 1,082,317	$ 410,577
Excise Tax on Redemption					671,740
Class A Common stock subject to possible redemption
Description of Organization and Business Operations
Number of shares redeemed	6,032,023	3,825,869	6,032,023	3,825,869
Total redemption price	$ 67,173,998	$ 41,057,655	$ 67,173,998	$ 41,057,655	108,231,653	41,057,655
Excise tax liability					$ 1,082,317	$ 410,577

Description of Organization _11

Description of Organization and Business Operations - Franchise and Income Tax Withdrawal (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Description of Organization and Business Operations
Amount withdrew of dividend and interest income from the Trust Account for payment of franchise and income tax obligations	$ 1,075,252	$ 0	$ 0	$ 1,075,252
Amount of payment for general operating expenses		752,885
Funds withdrawn from trust account		322,267
Remmitted franchise or income tax liabilities		$ 1,075,252

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Summary Of Significant Accounting Policies
Term of restricted investments		180 days		180 days
Federal depository insurance coverage		$ 250,000
Amount withdrew of dividend and interest income from the Trust Account for payment of franchise and income tax obligations	$ 1,075,252	0	$ 0	$ 1,075,252
Remmitted franchise or income tax liabilities		1,075,252
Business combination costs		1,600,000	$ 0
Extension Note | Related party | Sponsor
Summary Of Significant Accounting Policies
Liability recorded		3,983,096
Principal amount of loan recorded as liability		3,450,000		3,845,474
Accrued interest of loan recorded as liability		$ 533,096		$ 395,474

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Class A common stock subject to possible redemption (Details) - USD ($)				1 Months Ended		3 Months Ended	12 Months Ended
	Feb. 26, 2024	Aug. 24, 2023	Nov. 29, 2021	Feb. 29, 2024	Aug. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies
Gross proceeds			$ 172,500,000
Redemptions of Class A common stock	$ (67,200,000)
Class A Common stock subject to possible redemption
Summary of Significant Accounting Policies
Gross proceeds						$ 172,500,000	$ 172,500,000
Class A common stock issuance costs						(10,100,667)	(10,100,667)
Fair value of Public Warrants at issuance						(4,672,162)	(4,672,162)
Redemptions of Class A common stock	$ (67,173,998)	$ (41,057,655)		$ (67,173,998)	$ (41,057,655)	(108,231,653)	(41,057,655)
Re-measurement of carrying value to redemption value						18,222,829	18,222,829
Accretion of trust earnings						14,616,106	12,919,599
Class A common stock subject to possible redemption						$ 82,334,453	$ 147,811,944

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Reconciliation of net loss per ordinary share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023
Redeemable Class A Common Stock
Numerator: Net loss allocable to Redeemable Class A Common Stock	$ (1,199,055)	$ (857,507)
Non-Redeemable Class B Common Stock
Numerator: Net loss allocable to Redeemable Class A Common Stock	(1,199,055)	(857,507)
Redeemable Class A Common Stock
Redeemable Class A Common Stock
Numerator: Net loss allocable to Redeemable Class A Common Stock	$ (863,643)	$ (686,006)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Weighted average shares outstanding , basic	11,104,122	17,250,000
Weighted average shares outstanding, diluted	11,104,122		17,250,000
Basic net loss per share	$ (0.08)	$ (0.04)
Diluted net loss per share	$ (0.08)		$ (0.04)
Non-Redeemable Class B Common Stock
Numerator: Net loss allocable to Redeemable Class A Common Stock	$ (863,643)	$ (686,006)
Net loss allocable to non-redeemable Class B Common Stock
Weighted average shares outstanding , basic	11,104,122	17,250,000
Weighted average shares outstanding, diluted	11,104,122		17,250,000
Basic net loss per share	$ (0.08)	$ (0.04)
Diluted net loss per share	$ (0.08)		$ (0.04)
Non-Redeemable Class B Common Stock
Redeemable Class A Common Stock
Numerator: Net loss allocable to Redeemable Class A Common Stock	$ (335,412)	$ (171,501)
Denominator: Weighted Average Share Outstanding, Redeemable Class A Common Stock
Weighted average shares outstanding , basic	4,312,500	4,312,500
Weighted average shares outstanding, diluted	4,312,500		4,312,500
Basic net loss per share	$ (0.08)	$ (0.04)
Diluted net loss per share	$ (0.08)		$ (0.04)
Non-Redeemable Class B Common Stock
Numerator: Net loss allocable to Redeemable Class A Common Stock	$ (335,412)	$ (171,501)
Net loss allocable to non-redeemable Class B Common Stock
Weighted average shares outstanding , basic	4,312,500	4,312,500
Weighted average shares outstanding, diluted	4,312,500		4,312,500
Basic net loss per share	$ (0.08)	$ (0.04)
Diluted net loss per share	$ (0.08)		$ (0.04)

Initial Public Offering (Detail

Initial Public Offering (Details) - $ / shares	Nov. 29, 2021	Mar. 31, 2024
Initial Public Offering
Shares issued, price per share	$ 10
Class of warrant or right, exercise price of warrants or rights		$ 11.50
IPO
Initial Public Offering
Stock issued during the period shares	17,250,000
Shares issued, price per share	$ 10
IPO | Public Warrants
Initial Public Offering
Class of warrant or right, number of securities called by each warrant or right	8,625,000
Over-Allotment Option
Initial Public Offering
Stock issued during the period shares	2,250,000
Class A common stock | Public Warrants
Initial Public Offering
Class of warrant or right, number of securities called by each warrant or right	1
Class of warrant or right, exercise price of warrants or rights	$ 11.50
Class A common stock | IPO
Initial Public Offering
Stock issued during the period shares	17,250,000
Common stock, Conversion basis	Each Unit consists of one share of Class A common stock, an aggregate of 17,250,000 shares, and one-half of one redeemable warrant (“Public Warrant

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Nov. 29, 2021

Sep. 24, 2021

May 24, 2021

Mar. 31, 2021

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2023

May 20, 2024

May 10, 2024

Mar. 26, 2024

Dec. 07, 2023

May 26, 2023

May 07, 2023

Feb. 28, 2023

Related Party Transaction

Proceeds from issuance of warrants

$ 1,725,000

Class of warrant or right, exercise price of warrants or rights

$ 11.50

Aggregate proceeds held in the Trust Account

$ 0

Due to related party

120,000

$ 90,000

Proceeds from promissory note - related party

1,025,000

Loan payable - related party

$ 3,777,500

2,752,500

Period From The Closing Of The Initial Public Offering Within Which The Business Combination Shall Be Completed

33 months

Second A&R Promissory Note

Related Party Transaction

Principal amount

$ 4,000,000

Working capital loans

Related Party Transaction

Maximum amount of loans convertible into warrants

$ 1,500,000

Warrants price per unit

$ 1.50

Private Placement Warrants

Related Party Transaction

Proceeds from issuance of warrants

$ 9,500,000

Lock in period

30 days

Private Placement | Private Placement Warrants

Related Party Transaction

Class of warrant or right, Warrants issued during period

2,300,000

Class of warrant or right, Warrants issued during period, Price per warrant

$ 1.50

Sponsor | Administrative Services Agreement

Related Party Transaction

Due to related party

$ 120,000

90,000

Sponsor

Related Party Transaction

Aggregate proceeds held in the Trust Account

$ 3,450,000

$ 3,450,000

$ 3,450,000

Price per share

$ 0.10

$ 0.10

Interest rate

16%

Sponsor | Third A&R Promissory Note

Related Party Transaction

Principal amount

$ 4,500,000

Loan payable - related party

$ 4,227,500

Sponsor | Promissory Note

Related Party Transaction

Debt instrument interest rate terms

non-interest bearing

Debt instrument maturity date description

payable on the earlier of June 30, 2022 or the completion of the Initial Public Offering (the “Maturity Date”)

Sponsor | Related Party Loans

Related Party Transaction

Debt instrument face amount

$ 300,000

Due to related party

$ 0

Sponsor | Founder shares

Related Party Transaction

Stock issued during period, Shares, Issued for services

5,750,000

Stock issued during period, Value, Issued for services

$ 25,000

Sponsor | Private placement warrants

Related Party Transaction

Class of warrant or right, exercise price of warrants or rights

1.50

$ 1.50

Sponsor | Private Placement Warrants

Related Party Transaction

Class of warrant or right, exercise price of warrants or rights

$ 1.50

Number of warrants issued

1,150,000

Sponsor | Private Placement | Private placement warrants

Related Party Transaction

Number of warrants issued

2,300,000

2,300,000

Sponsor and directors | Private Placement Warrants | Private placement warrants

Related Party Transaction

Class of warrant or right, Warrants issued during period

6,333,333

Class of warrant or right, Warrants issued during period, Price per warrant

$ 1.50

Proceeds from issuance of warrants

$ 9,500,000

Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors | Working capital loans

Related Party Transaction

Due to related party

0

0

An Affiliate Of The Sponsor | Administrative Services Agreement

Related Party Transaction

Related party transaction amounts of transaction

10,000

General and administrative expenses from transactions with related party

30,000

30,000

Related party | Sponsor | Working capital loans

Related Party Transaction

Proceeds from promissory note - related party

3,777,500

$ 2,752,500

Interest expense

$ 184,500

$ 0

Principal amount

$ 3,500,000

Related party | Sponsor | Working capital loans | Principal amount drawn down up to $1,500,00

Related Party Transaction

Interest rate

6%

Related party | Sponsor | Working capital loans | Principal amount drawn down greater than $1,500,000

Related Party Transaction

Interest rate

18%

Related party | Sponsor | Promissory Note

Related Party Transaction

Interest rate

6%

Maximum loan repayment including interest

$ 1,500,000

Principal amount

$ 1,500,000

Class B common stock

Related Party Transaction

Common stock, shares issued

4,312,500

4,312,500

Common stock, shares outstanding

4,312,500

4,312,500

Common stock not subject to forfeiture, Shares

562,500

Class B common stock | Sponsor | Related party

Related Party Transaction

Number of shares agreed to forfeit

1,500,000

Class B common stock | Sponsor

Related Party Transaction

Stock repurchased during period, Shares

1,437,500

Stock repurchased during period, Value

$ 6,250

Common stock, Threshold percentage on conversion of shares

20%

Class B common stock | Sponsor | Founder shares

Related Party Transaction

Stock issued during period, Shares, Issued for services

5,750,000

Class B common stock | Sponsor | Over-Allotment Option | Founder shares | Maximum

Related Party Transaction

Weighted average number of shares, Common stock subject to repurchase or cancellation

750,000

Class B common stock | Related party | Sponsor

Related Party Transaction

Consideration for forfeiture of shares

$ 0

Class A common stock | Sponsor and directors | Private Placement Warrants | Private placement warrants

Related Party Transaction

Class of warrant or right, Number of securities called by each warrant or right

1

Class of warrant or right, exercise price of warrants or rights

$ 11.50

Commitments and Contingencies (

Commitments and Contingencies (Details) - Under Writing Agreement - USD ($)	3 Months Ended
	Mar. 31, 2024	May 08, 2023
Commitments and Contingencies
Percentage of the per unit offering price paid as underwriting discount	2%
Percentage of the gross offering proceeds payable as deferred underwriting discount	3.50%
Deferred underwriting discount payable	$ 6,037,500
Deferred underwriting fee waived		$ 6,037,500

Warrants (Details)

Warrants (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares	Nov. 29, 2021 $ / shares
Warrants
Number of days after business combination within which registration statement shall be effective	60 days
Number of days after consummation of business combination within which the securities shall be registered	15 days
Number of days after business combination within which securities registration shall be effective	60 days
Class of warrant or right, exercise price of warrants or rights	$ 11.50
Warrants and rights outstanding, Term	5 years
Public Warrants | After The Completion Of Business Combination
Warrants
Class of warrant or right, Number of days after which warrants or rights becomes exercisable	30 days
Public Warrants | From The Completion Of Initial Public Offer
Warrants
Class of warrant or right, Number of months after which warrants or rights becomes exercisable	12 months
Class A common stock | Public Warrants
Warrants
Class of warrant or right, exercise price of warrants or rights		$ 11.50
Class A common stock | Public Warrants | Adjusted Exercise Price One
Warrants
Minimum percentage gross proceeds required from issuance of equity	60
Number of trading days for determining the share price	20 days
Issue price per share	$ 9.20
Stock price trigger for redemption of public warrants	18
Class of warrants or rights redemption price per unit	$ 0.01
Number of consecutive trading days for determining the share price	30 days
Class A common stock | Public Warrants | Maximum | Adjusted Exercise Price One
Warrants
Adjusted exercise price of warrants as a percentage of newly issued price	180
Class A common stock | Public Warrants | Minimum | Adjusted Exercise Price One
Warrants
Adjusted exercise price of warrants as a percentage of newly issued price	115

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($)			1 Months Ended		3 Months Ended	12 Months Ended
	Feb. 26, 2024	Aug. 24, 2023	Feb. 29, 2024	Aug. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Stockholders' Deficit
Number of shares redeemed	7,392,108
Total redemption price	$ 67,200,000
Preferred stock, par value (per share)					$ 0.0001	$ 0.0001
Preferred stock, shares authorized					1,000,000	1,000,000
Preferred stock, shares issued					0	0
Preferred stock, shares outstanding					0	0
Class A common stock
Stockholders' Deficit
Common stock, shares authorized					100,000,000	100,000,000
Common stock par value (in dollars per share)					$ 0.0001	$ 0.0001
Class A Common stock subject to possible redemption
Stockholders' Deficit
Number of shares redeemed	6,032,023	3,825,869	6,032,023	3,825,869
Total redemption price	$ 67,173,998	$ 41,057,655	$ 67,173,998	$ 41,057,655	$ 108,231,653	$ 41,057,655
Class A Common stock subject to possible redemption, shares issued					7,392,108	13,424,131
Temporary equity, shares outstanding					7,392,108	13,424,131
Class B common stock
Stockholders' Deficit
Common stock, shares authorized					10,000,000	10,000,000
Common stock par value (in dollars per share)					$ 0.0001	$ 0.0001
Common stock, shares issued					4,312,500	4,312,500
Common stock, shares outstanding					4,312,500	4,312,500

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Taxes
Effective tax rate (as a percent)	59.80%	80.30%
Difference between the effective tax rate (as a percent)	59.80%	80.30%
Statutory tax rate (as a percent)	21%	21%
Uncertain tax positions	$ 0		$ 0
Unrecognized tax benefits, income tax penalties and interest expense	$ 119,958	$ 0

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)

3 Months Ended

May 28, 2024

Apr. 26, 2024

Mar. 26, 2024

Feb. 28, 2024

Jan. 28, 2024

Dec. 28, 2023

Nov. 28, 2023

Oct. 23, 2023

Sep. 28, 2023

Aug. 28, 2023

Aug. 24, 2023

Mar. 31, 2024

Mar. 31, 2023

May 10, 2024

Dec. 07, 2023

Subsequent Event [Line Items]

Term By Which The Period To Consummate Business Combination Shall Be Extended Each Time

1 month

Amount deposited in Trust Account

$ 580,000

$ 1,725,000

Sponsor | Related party

Subsequent Event [Line Items]

Amount deposited in Trust Account

$ 150,000

$ 150,000

$ 280,000

$ 280,000

$ 280,000

$ 280,000

$ 280,000

$ 280,000

Sponsor | Working Capital Loans | Related party

Subsequent Event [Line Items]

Principal amount

$ 3,500,000

Second A&R Promissory Note

Subsequent Event [Line Items]

Principal amount

$ 4,000,000

Subsequent event | Sponsor | Related party

Subsequent Event [Line Items]

Amount deposited in Trust Account

$ 150,000

$ 150,000

Subsequent event | Sponsor | Working Capital Loans | Related party

Subsequent Event [Line Items]

Term By Which The Period To Consummate Business Combination Shall Be Extended Each Time

1 month

Subsequent event | Third A&R Promissory Note | Sponsor | Related party

Subsequent Event [Line Items]

Principal amount

$ 4,500,000

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,199,055)	$ (857,507)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false