Zeo Energy (ZEO) S-1 17 Apr 24 IPO registration Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	ZEO ENERGY CORP.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001865506
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Statements of Balance Sheets

Statements of Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 60,518	$ 614,767
Prepaid expenses	19,279	31,110
Total current assets	79,797	645,877
Non-current assets:
Marketable securities and cash held in Trust Account	16,018,732	285,506,568
Total assets	16,098,529	286,152,445
Current liabilities:
Accounts payable and accrued expenses	5,669,349	1,866,992
Total current liabilities	7,792,286	2,182,531
Non-current liabilities:
Warrant liabilities	1,113,600	796,224
Deferred underwriters fee		9,660,000
Total liabilities	8,905,886	12,638,755
Commitments and Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 1,408,555 and 27,600,000 shares at redemption value as of December 31, 2023 and 2022, respectively	16,018,732	285,506,568
Shareholders’ Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Accumulated deficit	(8,826,779)	(11,993,568)
Total shareholders’ deficit	(8,826,089)	(11,992,878)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	16,098,529	286,152,445
Class A Ordinary Shares
Shareholders’ Deficit:
Common stock	562
Class B Ordinary Shares
Shareholders’ Deficit:
Common stock	128	690
Promissory note-related party
Current liabilities:
Due to related party	339,193	144,193
Promissory note-related party	$ 1,783,744	$ 171,346

Statements of Balance Sheets (P

Statements of Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred shares, shares issued
Preferred shares, shares outstanding
Class A Ordinary Shares
Temporary equity, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	1,408,555	27,600,000
Common shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	250,000,000	250,000,000
Common shares, shares issued	5,619,077	0
Common shares, shares outstanding	5,619,077	0
Class B Ordinary Shares
Common shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	25,000,000	25,000,000
Common shares, shares issued	1,280,923	6,900,000
Common shares, shares outstanding	1,280,923	6,900,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Legal and professional fees	$ 4,343,626	$ 1,913,373
Insurance	92,103	528,861
Other operating costs	503,396	267,883
Operating cost-related party	120,000	120,000
Loss from operations	(5,059,125)	(2,830,117)
Other income (expense):
Change in fair value of warrants liabilities	(317,376)	13,179,936
Interest and investment income on marketable securities and cash held in Trust Account	1,950,267	3,984,431
Recovery of deferred offering costs allocated to warrants	425,040
Total other income, net	2,057,931	17,164,367
Net (loss) income	$ (3,001,194)	$ 14,334,250
Redeemable Class A Ordinary Shares
Other income (expense):
Basic weighted average shares outstanding (in Shares)	3,821,284	27,600,000
Basic net (loss) income per share (in Dollars per share)	$ (1.32)	$ 0.44
Non-Redeemable Class A and Class B Ordinary Shares
Other income (expense):
Basic weighted average shares outstanding (in Shares)	6,900,000	6,900,000
Basic net (loss) income per share (in Dollars per share)	$ 0.29	$ 0.3

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Redeemable Class A Ordinary Shares
Diluted weighted average shares outstanding	3,884,888	27,600,000
Diluted net (loss) income per share	$ (1.32)	$ 0.44
Non-Redeemable Class A and Class B Ordinary Shares
Diluted weighted average shares outstanding	6,900,000	6,900,000
Diluted net (loss) income per share	$ 0.29	$ 0.3

Statements of Changes in Redeem

Statements of Changes in Redeemable Ordinary Shares and Shareholders’ Deficit - USD ($)	Class A Ordinary share subject to possible redemption	Class A Ordinary share	Class B Ordinary share	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 281,520,000		$ 690		$ (22,341,250)	$ (22,340,560)
Balance (in Shares) at Dec. 31, 2021	27,600,000		6,900,000
Accretion of ordinary shares subject to possible redemption	$ 3,986,568				(3,986,568)	(3,986,568)
Net income (loss)					14,334,250	14,334,250
Balance at Dec. 31, 2022	$ 285,506,568		$ 690		(11,993,568)	(11,992,878)
Balance (in Shares) at Dec. 31, 2022	27,600,000		6,900,000
Redemption of Class A ordinary shares subject to possible redemption	$ (272,554,813)
Redemption of Class A ordinary shares subject to possible redemption (in Shares)	(26,194,445)
Recovery of deferred offering costs					9,234,960	9,234,960
Conversion of Class B ordinary shares to Class A ordinary shares		$ 562	$ (562)
Conversion of Class B ordinary shares to Class A ordinary shares (in Shares)		5,619,077	(5,619,077)
Accretion of ordinary shares subject to possible redemption	3,066,977				(3,066,977)	(3,066,977)
Net income (loss)					(3,001,194)	(3,001,194)
Balance at Dec. 31, 2023	$ 16,018,732	$ 562	$ 128		$ (8,826,779)	$ (8,826,089)
Balance (in Shares) at Dec. 31, 2023	1,405,555	5,619,077	1,280,923

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net (loss) income	$ (3,001,194)	$ 14,334,250
Adjustments to reconcile net (loss) income to net cash provided by in operating activities:
Recovery of deferred offering costs allocated to warrants	(425,040)
Change in fair value of warrant liabilities	317,376	(13,179,936)
Changes in operating assets and liabilities:
Due to related party	195,000	545,405
Prepaid assets	11,831	1,455,576
Accounts payable and accrued expenses	3,802,357	120,000
Net cash provided by operating activities	900,330	3,275,295
Cash Flows from Investing Activities:
Extension funding used to purchase marketable securities and cash held in Trust Account	(1,116,710)
Cash withdrawn from Trust Account in connection with redemptions	272,554,813
Proceeds from sale of marketable securities deposited into cash held in Trust Account	15,862,501
Reinvestment of marketable securities and cash held in Trust Account	(1,794,036)	(3,984,431)
Net cash provided by (used in) investing activities	285,506,568	(3,984,431)
Cash flows from financing activities:
Proceeds from note payable-related party	1,612,398
Redemptions of Class A ordinary shares subject to possible redemption	(272,554,813)
Net cash used in financing activities	(270,942,415)
Net change in cash	15,464,483	(709,136)
Cash, beginning of the period	614,767	1,323,903
Cash, end of the period	60,518	614,767
Cash held in Trust Account	16,018,732
Total cash and cash in Trust Account	16,079,250	614,767
Supplemental disclosure of cash flow information:
Change in value of Class A ordinary shares subject to possible redemption	3,066,977	3,986,568
Impact of the waiver of deferred commission by the underwriters	9,234,960
Conversion of Class B ordinary shares to Class A ordinary shares	$ 562

Organization and Business Opera

Organization and Business Operation	12 Months Ended
	Dec. 31, 2023
Organization and Business Operation [Abstract]
Organization and Business Operation	Note 1 — Organization and Business Operation ESGEN Acquisition Corporation (the “Company” or “ESGEN”) was incorporated as a Cayman Islands exempted company on April 19, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company. The Company consummated the Business Combination on March 13, 2024 (see Note 10 — Subsequent Events). As of December 31, 2023, the Company had not commenced any operations. All activity for the period from April 19, 2021 (inception) through December 31, 2023, relates to the Company’s formation and the initial public offering (“Public Offering” or “IPO”) described below and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non -operating The Company’s sponsor is ESGEN LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s IPO was declared effective on October 19, 2021. On October 22, 2021, the Company consummated its IPO of 27,600,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “public shares”) at $10.00 per Unit and the sale of 14,040,000 warrants (the “Private Placement Warrants”) each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor that closed simultaneously with the Public Offering. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriters fee and taxes payable on the interest or dividends earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post -Business Following the closing of the IPO on October 22, 2021, $281,520,000 ($10.20 per Unit) from the net proceeds sold in the IPO, including proceeds of the sale of the Private Placement Warrants, was deposited in a trust account (“Trust Account”) and, until October 16, 2023, was only invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a -7 Except with respect to interest or other income earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the amended and restated memorandum and articles of association, as discussed below and subject to the requirements of law and regulation, will provide that the proceeds from the Public Offering and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company did not complete its initial Business Combination within 15 months (which was extended pursuant to shareholder approval of the Charter Amendment (as defined below)) from the closing of this offering (the “Combination Period”) or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated the Business Combination within Combination Period, subject to applicable law. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within Combination Period, with respect to such Class A ordinary shares so redeemed. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct 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 require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of its initial Business Combination at a per -share -outstanding The ordinary shares subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company has until July 22, 2024 (assuming the Sponsor deposits the required amount into the Trust Account for each New Additional Extension Date and unless the Company’s shareholders approve one or more further Additional Extensions), to consummate the initial Business Combination. If the Company has not consummated the initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share -outstanding On January 18, 2023, the Company held an extraordinary general meeting of shareholders to consider and vote upon, among other things, a proposal to amend the Company’s amended and restated memorandum and articles of association (the “First Extension Charter Amendment”) to (i) extend the date by which the Company must consummate its initial Business Combination (the “Termination Date”) from January 22, 2023 to April 22, 2023 and (ii) in the event that the Company has not consummated an initial business combination by April 22, 2023, to allow the Company, by resolution of the Company’s board of directors (the “Board”) and, without any approval of the Company’s shareholders, upon five days’ advance notice prior to each Additional Extension, to extend the Termination Date up to six times (with each such extension being upon five days’ advance notice), each by one additional month (for a total of up to six additional months to complete a business combination) (each, an “Additional Extension” and such date, the “Additional Extension Date”), provided that the Sponsor or the Sponsor’s affiliates or permitted designees will deposit into the Trust Account for each Additional Extension Date the lesser of (a) $140,000 or (b) $0.04 for each public share that is then -outstanding -interest The Sponsor and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company did not complete its initial Business Combination within 15 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the Trust Account, in each case net of the interest or dividends that may be withdrawn to pay the Company’s income tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party On October 20, 2023, at the Company’s extraordinary general meeting, the shareholders approved, among other proposals, (i) (a) the extension (such proposal, the “Extension Proposal”) of the time period the Company has to complete an initial Business Combination from October 22, 2023 to January 22, 2024 (the “Charter Amendment”) and (b) in the event that the Company has not consummated an initial Business Combination by January 22, 2024, to allow the Company, by resolution of the Board and, without any approval of the Company’s shareholders, upon five days’ advance notice prior to each Additional Extension, to complete six Additional Extensions, provided that the Sponsor or the Sponsor’s affiliates or permitted designees will deposit into the Trust Account for each Additional Extension Date the lesser of (x) $35,000 or (y) $0.0175 for each public share that is then -outstanding -interest Additionally, the shareholders approved a proposal to amend, by special resolution, the Company’s amended and restated memorandum and articles of association to change certain provisions which restrict the Class B ordinary shares from converting to Class A ordinary shares prior to the consummation of an initial Business Combination. In connection with the vote to approve the above proposals, the holders of 1,488,000 Class A ordinary shares of ESGEN exercised their right to redeem their shares for cash at a redemption price of approximately $11.21 per share, for an aggregate redemption amount of $16,679,055. In connection with the approval of the Extension Proposal at the Meeting and the adoption of the Charter Amendment, the Sponsor contributed into the Trust Account $0.0525 per share for each Class A ordinary share that was not redeemed at the Meeting, for an aggregate contribution of $73,949. In connection with the approval of the Conversion Proposal at the Meeting and the adoption of the Charter Amendment, the Sponsor converted all of its 5,619,077 Class B ordinary shares into Class A ordinary shares. As a result of the Sponsor Share Conversion and redemptions made in connection with the Extension Proposal and Conversion Proposal, 7,027,632 Class A ordinary shares remain outstanding. Notwithstanding the Sponsor Share Conversion, the Sponsor will be not entitled to receive any funds held in the Trust Account with respect to any Class A ordinary shares issued to the Sponsor as a result of the Sponsor Share Conversion and no additional amounts will be deposited into the Trust Account in respect of shares of Class A ordinary shares held by the Sponsor in connection with the extension of the Termination Date to the Extended Date or any Additional Extension Dates. On October 16, 2023 (the “Compliance Date”), the Company was notified by The Nasdaq Stock Market LLC (the “Nasdaq”) that the Company was not in compliance with the minimum number of round lot holders required for continued listing on the Nasdaq Global Market (the “Round Lot Requirement”). The Company has until April 15, 2024 to comply with the Round Lot Requirement. If ESGEN does not regain compliance with the Round Lot Requirement by the Compliance Date, ESGEN will receive written notification that its securities are subject to delisting, at which time ESGEN may appeal the Nasdaq’s delisting determination to a Nasdaq Listing Qualifications Panel (the “Panel”). There can be no assurance that ESGEN will be able to regain compliance with the Round Lot Requirement or that any appeal of the Nasdaq’s delisting determination to the Panel would be successful. Founder Shares Founder Shares refers to the Class B ordinary shares (the “Founder Shares”) acquired by the initial shareholders prior to the Company’s IPO. The initial shareholders and each member of the management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the Business Combination or to redeem 100% of the Company’s public shares if it does not complete the Business Combination by the Termination Date or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the Company fails to consummate an Business Combination by the Termination Date (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within the prescribed time frame). If the Company seeks shareholder approval, it will complete the Business Combination only if it is approved by an ordinary resolution or such higher approval threshold as may be required by Cayman Islands law and pursuant to the amended and restated memorandum and articles of association. In such case, the initial shareholders and each member of the management team have agreed to vote their Founder Shares and public shares in favor of the Business Combination. In connection with the approval of the Conversion Proposal at the Meeting and the adoption of the Charter Amendment, the Sponsor converted all of its 5,619,077 Class B ordinary shares into Class A ordinary shares (the “Sponsor Share Conversion”). As a result of the Sponsor Share Conversion and redemptions made in connection with the Extension Proposal and Conversion Proposal, 7,027,632 Class A ordinary shares remain outstanding. Notwithstanding the Sponsor Share Conversion, the Sponsor will be not entitled to receive any funds held in the Trust Account with respect to any Class A ordinary shares issued to the Sponsor as a result of the Sponsor Share Conversion and no additional amounts will be deposited into the Trust Account in respect of shares of Class A ordinary shares held by the Sponsor in connection with the extension of the Termination Date to the Extended Date or any Additional Extension Dates. Risks and Uncertainties The credit and financial markets have experienced extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability. In addition, the United States and other countries have imposed sanctions on Russia which increases the risk that Russia, as a retaliatory action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences, including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary shares to be adversely affected. Additionally, recent military conflicts, including the Russian invasion of Ukraine, the Israel -Hamas Going Concern As of December 31, 2023, the Company had $60,518 in cash held outside of the Trust Account and owes $5,669,349 in accounts payable and accrued expenses and $2,122,937 to related parties. The Company anticipates that its cash will not be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans and the closing of the business combination described in Note 10. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will seek additional capital through other financing alternatives. There can be no assurance that new financings or other transactions will be available to the Company on commercially acceptable terms, or at all. Should the Company fail to raise additional cash from outside sources, this would have a material adverse impact on its operations. The accompanying financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. Emerging Growth Company Status 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues 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. Cash and Cash Equivalents The Company considers all short -term no Marketable Securities and Cash Held in Trust Account As of December 31, 2023, investments held in the Trust Account consisted of interest bearing demand deposits. As of December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Money Market Funds. Such investments are presented on the condensed balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these investments are included in income from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value Measurement The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to its short -term 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 • • • Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative liabilities are classified on the balance sheets as current or non -current -cash Warrant Liabilities The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC Topic 815 -40 -measurement -measurement Net (Loss) Income Per Ordinary Share The Company has two classes of shares, which are referred to as redeemable Class A ordinary shares and non -redeemable The earnings per share presented in the statement of operations is based on the following: Year Ended Year Ended Net (loss) income $ (3,001,194 ) $ 14,334,250 Accretion of temporary equity to redemption value 6,167,983 (3,984,431 ) Net income including accretion of temporary equity to redemption value $ 3,166,789 $ 10,349,819 Year Ended Year Ended Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income including accretion of temporary equity $ 1,140,044 $ 2,026,745 $ 8,279,855 $ 2,069,964 Allocation of accretion of temporary equity to redemption value (6,167,983 ) — 3,984,431 — Allocation of net (loss) income $ (5,027,939 ) $ 2,026,745 $ 12,264,286 $ 2,069,964 Denominator: Weighted-average shares outstanding 3,821,284 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (1.32 ) $ 0.29 $ 0.44 $ 0.30 Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 27,840,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted (loss) income per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti -dilutive Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company has made a policy election in accordance with ASC 480 -10-S99-3A -in -in Income Taxes ASC Topic 740, “Income Taxes”, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC Topic 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 3 — Related Party Transactions Promissory Notes — Related Party On April 27, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. The Company borrowed a total of $262,268. This loan was non -interest -related On April 5, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to the Sponsor, which may be drawn down by the Company from time to time prior to the consummation of the Company’s Business Combination. The Note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. On October 17, 2023, ESGEN issued an amended and restated promissory note (the “October 2023 Promissory Note”) in the principal amount of up to $2,500,000 to the Sponsor. The October 2023 Promissory Note amends, restates, replaces and supersedes the Note dated April 5, 2023. The October 2023 Promissory Note may be drawn down by ESGEN from time to time prior to the consummation of ESGEN’s initial Business Combination. The October 2023 Promissory Note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The October 2023 Promissory Note, as well as the promissory note issued on April 17, 2021 to the Sponsor (“April 2021 Promissory Note”), will not be repaid and will be cancelled at the closing of the Business Combination. As of December 31, 2023, the Company had $1,612,398 outstanding under the October 2023 Promissory Note and is included on the balance sheet as promissory note -related On January 24, 2024, ESGEN issued a new promissory note (“January 2024 Promissory Note”) in the principal amount of up to $750,000 to the Sponsor. The January 2024 Promissory Note may be drawn down by ESGEN from time to time prior to the consummation of ESGEN’s initial Business Combination for specific uses as designated therein. The January 2024 Promissory Note does not bear interest, matures on the date of consummation of the Business Combination and is subject to customary events of default. The principal amount under the January 2024 Promissory Note will be paid at the closing of the Business Combination from the funds that ESGEN has available to it outside of its Trust Account (See Note 10). Due to Related Party In the ordinary course of business, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may pay for certain expenses on behalf of the Company. These amounts paid for on behalf of the Company are due upon demand and are non -interest Working Capital Loans In order to finance transaction costs in connection with an intended 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 the initial Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business Office Space, Secretarial and Administrative Services Through the earlier of consummation of the initial Business Combination and the liquidation, the Company incurs $10,000 per month for office space, utilities, secretarial support and administrative services provided by the Sponsor. For each of the years ended December 31, 2023 and 2022, the Company incurred $120,000. No amounts have been paid for these services. As of December 31, 2023 and 2022, the Company has accrued and reported on the balance sheets $264,193 and $144,193, respectively, pursuant to this agreement, and included in “Due to related party”.

Prepaid Expenses

Prepaid Expenses	12 Months Ended
	Dec. 31, 2023
Prepaid Expenses [Abstract]
Prepaid Expenses	Note 4 — Prepaid Expenses The Company’s prepaid expenses as of December 31, 2023 and 2022 primarily consisted of the following: December 31, December 31, Prepaid insurance $ 17,421 $ 26,081 Other prepaid expenses 1,858 5,029 $ 19,279 $ 31,110

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expense	12 Months Ended
	Dec. 31, 2023
Accounts Payable and Accrued Expense [Abstract]
Accounts Payable and Accrued Expense	Note 5 — Accounts Payable and Accrued Expense The Company’s accounts payable and accrued expenses as of December 31, 2023 and 2022 primarily consisted of legal accruals. December 31, December 31, Legal accrual $ 5,534,483 $ 1,705,049 Other payables and expenses 134,866 161,943 $ 5,669,349 $ 1,866,992

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments & Contingencies [Abstract]
Commitments & Contingencies	Note 6 — Commitments & Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and expected shareholder rights agreement signed at the closing of our Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy -back -up 30 In addition, the holders have certain “piggy -back 30 Except as described herein, the Sponsor and its directors and executive officers have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading 150 -up In addition, pursuant to the registration and expected shareholder rights agreement, the Sponsor, upon and following consummation of an initial Business Combination, will be entitled to nominate three individuals for election to the board of directors, as long as the Sponsor holds any securities covered by the registration and expected shareholder rights agreement. Underwriting Agreement The underwriters were entitled to a deferred underwriters fee of 3.5% of the gross proceeds of the Public Offering upon the completion of the Company’s initial Business Combination. In April 2023, the underwriters waived any right to receive the deferred underwriters fee and will therefore receive no additional underwriters fee in connection with the Closing. As a result, the Company recognized $425,040 of other income on the statement of operations and $9,234,960 was recorded to accumulated deficit on the statements of changes in redeemable ordinary shares and shareholders’ deficit in relation to the reduction of the deferred underwriters fee. As of December 31, 2023 and 2022, the deferred underwriters fee is $0 and $9,660,000, respectively. To account for the waiver of the deferred underwriters fee, the Company analogized to the SEC staff’s guidance on accounting for reducing a liability for “trailing fees”. Upon the waiver of the deferred underwriters fee, the Company reduced the deferred underwriters fee to $0 and reversed the previously recorded cost of issuing the instruments in the IPO, which included recognizing a contra -expense Business Combination On April 19, 2023, the Company entered into a Business Combination Agreement, by and among the Company, ESGEN OpCo, LLC, a Delaware limited liability company and wholly -owned

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2023
Warrant Liabilities [Abstract]
Warrant Liabilities	Note 7 — Warrant Liabilities The Company accounts for the 27,840,000 warrants issued in connection with the IPO (13,800,000 Public Warrants and 14,040,000 Private Placement Warrants) in accordance with the guidance contained in ASC Topic 815 -40 With each such remeasurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statements of operations. Public Warrants Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked Newly Issued Price, and the $10.00 per share redemption trigger price described adjacent to the caption “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable 30 five The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post -effective th Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem not less than all of the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • • • 30 • -Public -Anti-dilution -trading Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem not less than all of the outstanding warrants: • • 30 • -Public -Anti-dilution -trading Private Warrants If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the Public Offering. Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants will require a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company has classified each warrant as a liability at its fair value and the warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value. These liabilities are subject tore -measurement -measurement

Recurring Fair Value Measuremen

Recurring Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Recurring Fair Value Measurements [Abstract]
Recurring Fair Value Measurements	Note 8 — Recurring Fair Value Measurements As of December 31, 2023 and 2022, marketable securities and cash held in Trust Account are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s Public Warrants are traded on the Nasdaq. As such, the Public Warrant valuation is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liabilities is classified within Level 1 of the fair value hierarchy. At December 31, 2023 and 2022, the Company considers the Private Warrants to be economically equivalent to the Public Warrants. As such, the valuation of the Public Warrants was used to value the Private Warrants. The fair value of the Private Warrant liabilities is classified within Level 2 of the fair value hierarchy. The following tables presents fair value information as of December 31, 2023 and 2022 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash held in Trust Account $ 16,018,732 $ — $ — $ 16,018,732 Liabilities: Public Warrants 552,000 — — 552,000 Private Warrants — 561,600 — 561,600 Total liabilities $ 552,000 $ 561,600 $ — $ 1,113,600 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust $ 285,506,568 $ — $ — $ 285,506,568 Liabilities: Public Warrants $ 394,680 $ — $ — $ 394,680 Private Warrants — 401,544 — 401,544 Total liabilities $ 394,680 $ 401,544 $ — $ 796,224 There were no transfers to or from Levels

Shareholders_ Deficit

Shareholders’ Deficit	12 Months Ended
	Dec. 31, 2023
Shareholders’ Deficit [Abstract]
Shareholders’ Deficit	Note 9 — Shareholders’ Deficit Preference shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2023 and 2022, there were no Class A ordinary shares — The Company is authorized to issue 250,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2023 and 2022, there were 5,619,077 and 0 Class A ordinary shares issued or outstanding other than the 1,408,555 and 27,600,000 Class A ordinary shares subject to possible redemption that are accounted for outside of the shareholders’ deficit section of the balance sheets, respectively. In connection with the approval of the Conversion Proposal at the October 20, 2023 -redeemable Class B ordinary shares — The Company is authorized to issue 25,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each share of Class B ordinary shares. As of December 31, 2023 and 2022, there were 1,280,923 and 6,900,000 Class B ordinary shares issued and outstanding, respectively. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as -converted -linked -linked exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, any of its affiliates or any members of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one -to-one This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial Business Combination.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events On each of January 18, 2024 and February 16, 2024, the Company deposited $24,650 into the Trust Account in connection with Additional Extensions. First Amendment to the Business Combination Agreement On January 24, 2024, ESGEN and Sunergy entered into the First Amendment to the Initial Business Combination Agreement (the “First Amendment” and, the Initial Business Combination Agreement as amended by the First Amendment, the “Business Combination Agreement”). The First Amendment provides for, among other things, the: (i) -transaction (ii) (iii) (iv) -up (v) (vi) (vii) the outside date for the Business Combination to be extended to April 22, 2024. Non-redemption Agreement On March 11, 2024, ESGEN entered into a non -redemption -Redemption In exchange for the foregoing commitments to purchase and not redeem such Class A ordinary shares, ESGEN agreed to issue, for no consideration an aggregate of 225,174 shares of Class A common stock, par value $0.0001 per share, of Zeo Energy Corp., a Delaware corporation and the successor to ESGEN following the close of the Business Combination Agreement. Business Combination On March 13, 2024 (the “Closing Date”), the registrant consummated its previously announced business combination (the “Closing”), pursuant to that certain Business Combination Agreement, dated as of April 19, 2023 (as amended on January 24, 2024, the “Business Combination Agreement”), by and among Zeo Energy Corp., a Delaware corporation (f/k/a ESGEN Acquisition Corporation, a Cayman Islands exempted company), ESGEN OpCo, LLC, a Delaware limited liability company(“OpCo”), Sunergy Renewables, LLC, a Nevada limited liability company (“Sunergy”), the Sunergy equityholders set forth on the signature pages thereto or joined thereto (collectively, “Sellers” and each, a “Seller”, and collectively with Sunergy, the “Sunergy Parties”), for limited purposes, ESGEN LLC, a Delaware limited liability company (the “Sponsor”), and for limited purposes, Timothy Bridgewater, an individual, in his capacity as the Sellers Representative (collectively, the “Business Combination”). Prior to the Closing, (i) except as otherwise specified in the Business Combination Agreement, each issued and outstanding Class B ordinary share of ESGEN was converted into one Class A ordinary share of ESGEN (the “ESGEN Class A Ordinary Shares” and such conversion, the “ESGEN Share Conversion”); and (ii) ESGEN was domesticated into the State of Delaware so as to become a Delaware corporation (the “Domestication”). In connection with the Closing, the registrant changed its name from “ESGEN Acquisition Corporation” to “Zeo Energy Corp.” In connection with entering into the Business Combination Agreement, ESGEN and the Sponsor entered into a subscription agreement, dated April 19, 2023, which ESGEN, the Sponsor and OpCo subsequently amended and restated on January 24, 2024 (the “Sponsor Subscription Agreement”), pursuant to which, among other things, the Sponsor agreed to purchase an aggregate of 1,000,000 preferred units of OpCo (“Convertible OpCo Preferred Units”) convertible into Exchangeable OpCo Unites (as defined below) (and be issued an equal number of shares of Zeo Class V Common Stock) concurrently with the Closing at a cash purchase price of $10.00 per unit and up to an additional 500,000 Convertible OpCo Preferred Units (together with the concurrent issuance of an equal number of shares of Zeo Class V Common Stock) during the six months after Closing if called for by Zeo. Prior to the Closing, ESGEN informed the Sponsor that it wished to call for the additional 500,000 Convertible OpCo Preferred Units at the Closing and, as a result, a total of 1,500,00

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity.
Emerging Growth Company Status	Emerging Growth Company Status 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. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term no
Marketable Securities and Cash Held in Trust Account	Marketable Securities and Cash Held in Trust Account As of December 31, 2023, investments held in the Trust Account consisted of interest bearing demand deposits. As of December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Money Market Funds. Such investments are presented on the condensed balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these investments are included in income from investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Fair Value Measurement	Fair Value Measurement The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to its short -term 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 • • •
Derivative Financial Instruments	Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value on the balance sheet with changes in the fair value reported in the statements of operations. Derivative liabilities are classified on the balance sheets as current or non -current -cash
Warrant Liabilities	Warrant Liabilities The Company accounts for the Public and Private Placement warrants issued in connection with the Public Offering in accordance with the guidance contained in ASC Topic 815 -40 -measurement -measurement
Net (Loss) Income Per Ordinary Share	Net (Loss) Income Per Ordinary Share The Company has two classes of shares, which are referred to as redeemable Class A ordinary shares and non -redeemable The earnings per share presented in the statement of operations is based on the following: Year Ended Year Ended Net (loss) income $ (3,001,194 ) $ 14,334,250 Accretion of temporary equity to redemption value 6,167,983 (3,984,431 ) Net income including accretion of temporary equity to redemption value $ 3,166,789 $ 10,349,819 Year Ended Year Ended Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income including accretion of temporary equity $ 1,140,044 $ 2,026,745 $ 8,279,855 $ 2,069,964 Allocation of accretion of temporary equity to redemption value (6,167,983 ) — 3,984,431 — Allocation of net (loss) income $ (5,027,939 ) $ 2,026,745 $ 12,264,286 $ 2,069,964 Denominator: Weighted-average shares outstanding 3,821,284 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (1.32 ) $ 0.29 $ 0.44 $ 0.30 Net (loss) income per share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the 27,840,000 ordinary shares issuable upon exercise of the Public Warrants and Private Placement Warrants in the calculation of diluted (loss) income per share, since the exercise of such warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti -dilutive
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. The Company has made a policy election in accordance with ASC 480 -10-S99-3A -in -in
Income Taxes	Income Taxes ASC Topic 740, “Income Taxes”, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC Topic 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Schedule of Earnings Per Share	The earnings per share presented in the statement of operations is based on the following: Year Ended Year Ended Net (loss) income $ (3,001,194 ) $ 14,334,250 Accretion of temporary equity to redemption value 6,167,983 (3,984,431 ) Net income including accretion of temporary equity to redemption value $ 3,166,789 $ 10,349,819 Year Ended Year Ended Redeemable Non-redeemable Redeemable Non-redeemable Basic and diluted net (loss) income per share Numerator: Allocation of net (loss) income including accretion of temporary equity $ 1,140,044 $ 2,026,745 $ 8,279,855 $ 2,069,964 Allocation of accretion of temporary equity to redemption value (6,167,983 ) — 3,984,431 — Allocation of net (loss) income $ (5,027,939 ) $ 2,026,745 $ 12,264,286 $ 2,069,964 Denominator: Weighted-average shares outstanding 3,821,284 6,900,000 27,600,000 6,900,000 Basic and diluted net (loss) income per share $ (1.32 ) $ 0.29 $ 0.44 $ 0.30

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	12 Months Ended
	Dec. 31, 2023
Prepaid Expenses [Abstract]
Schedule of Prepaid Expenses	The Company’s prepaid expenses as of December 31, 2023 and 2022 primarily consisted of the following: December 31, December 31, Prepaid insurance $ 17,421 $ 26,081 Other prepaid expenses 1,858 5,029 $ 19,279 $ 31,110

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expense (Tables)	12 Months Ended
	Dec. 31, 2023
Accounts Payable and Accrued Expense [Abstract]
Schedule of Company's Accounts Payable and Accrued Expenses	The Company’s accounts payable and accrued expenses as of December 31, 2023 and 2022 primarily consisted of legal accruals. December 31, December 31, Legal accrual $ 5,534,483 $ 1,705,049 Other payables and expenses 134,866 161,943 $ 5,669,349 $ 1,866,992

Recurring Fair Value Measurem_2

Recurring Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Recurring Fair Value Measurements [Abstract]
Schedule of Financial Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis	The following tables presents fair value information as of December 31, 2023 and 2022 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash held in Trust Account $ 16,018,732 $ — $ — $ 16,018,732 Liabilities: Public Warrants 552,000 — — 552,000 Private Warrants — 561,600 — 561,600 Total liabilities $ 552,000 $ 561,600 $ — $ 1,113,600 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust $ 285,506,568 $ — $ — $ 285,506,568 Liabilities: Public Warrants $ 394,680 $ — $ — $ 394,680 Private Warrants — 401,544 — 401,544 Total liabilities $ 394,680 $ 401,544 $ — $ 796,224

Organization and Business Ope_2

Organization and Business Operation (Details) - USD ($)			12 Months Ended
	Jan. 18, 2023	Oct. 22, 2021	Dec. 31, 2023	Oct. 20, 2023	Dec. 31, 2022
Organization and Business Operation [Line Items]
Shares issued, price per share			$ 10
Condition for future business combination threshold percentage ownership			50
Obligation to redeem public shares if entity does not complete a business combination			100%
Net tangible assets (in Dollars)			$ 5,000,001
Condition for future business combination threshold net tangible assets (in Dollars)			100,000
Cash held outside of the trust account (in Dollars)	$ 140,000		16,079,250	$ 35,000	$ 614,767
Public share	$ 0.04			$ 0.0175
Aggregate redemption amount (in Dollars)	$ 255,875,758
Redemption price per share			$ 11.21
Aggregate redemption amount (in Dollars)			$ 16,679,055
Basic net (loss) income per share			$ 0.0525
Aggregate contribution amount (in Dollars)			$ 73,949
Private Placement Warrants [Member]
Organization and Business Operation [Line Items]
Percentage of business combinations aggregate fair market value			80%
Accounts Payable [Member]
Organization and Business Operation [Line Items]
Accrued offering costs (in Dollars)			$ 5,669,349
IPO [Member]
Organization and Business Operation [Line Items]
Sale of units, net of underwriting discounts (in Shares)		27,600,000
Shares issued, price per share		$ 10.2	$ 10
Proceeds from issuance initial public offering (in Dollars)		$ 281,520,000
IPO [Member] | Private Placement Warrants [Member]
Organization and Business Operation [Line Items]
Sale of private placement warrants (in Shares)		14,040,000
Exercise price of warrants		$ 11.5
Price of warrant		1
IPO [Member] | Public Warrants [Member]
Organization and Business Operation [Line Items]
Shares issued, price per share			$ 10.2
Over-Allotment Option [Member]
Organization and Business Operation [Line Items]
Shares issued, price per share		$ 10
Common Class A [Member]
Organization and Business Operation [Line Items]
Obligation to redeem public shares if entity does not complete a business combination			100%
Public share			$ 1,488,000
Stock issued during period, shares, new issues (in Shares)	24,703,445
Redemption price per share	$ 10.35		$ 0.0001
Redemption of shares calculated based on business days prior to consummation of business combination			15 months
Common shares, par value			$ 0.0001	0.0001	$ 0.0001
Sponsor share conversion (in Shares)			5,619,077
Common shares, shares outstanding (in Shares)			5,619,077		0
Common Class A [Member] | Sponsor [Member]
Organization and Business Operation [Line Items]
Common shares, shares outstanding (in Shares)			7,027,632
Common Class A [Member] | Founder Shares [Member]
Organization and Business Operation [Line Items]
Sponsor share conversion (in Shares)			5,619,077
Common shares, shares outstanding (in Shares)			7,027,632
Class B Ordinary Shares [Member]
Organization and Business Operation [Line Items]
Common shares, par value			$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares outstanding (in Shares)			1,280,923		6,900,000
Cash [Member]
Organization and Business Operation [Line Items]
Cash held outside of the trust account (in Dollars)			$ 60,518
Sponsor [Member]
Organization and Business Operation [Line Items]
Obligation to redeem public shares if entity does not complete a business combination			100%
Redemption of shares calculated based on business days prior to consummation of business combination			15 months
Related Party [Member]
Organization and Business Operation [Line Items]
Accounts payable and accrued expenses (in Dollars)			$ 2,122,937

Significant Accounting Polici_3

Significant Accounting Policies (Details) - USD ($)		12 Months Ended
	Jan. 18, 2023	Dec. 31, 2023	Dec. 31, 2022
Significant Accounting Policies [Line Items]
Cash equivalents
Ordinary shares (in Shares)		27,840,000
Accumulated deficit		$ 3,066,977	3,986,568
Redemption value	$ 255,875,758
Deposited in the Trust Account		1,116,710
Unrecognized tax benefits
Payment of interest and penalties
Income Taxes Benefits [Member]
Significant Accounting Policies [Line Items]
Unrecognized tax benefits
Class A Ordinary Shares Subject to Possible Redemption [Member]
Significant Accounting Policies [Line Items]
Redemption value		$ 272,554,813

Significant Accounting Polici_4

Significant Accounting Policies (Details) - Schedule of Earnings Per Share - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Significant Accounting Policies (Details) - Schedule of Earnings Per Share [Line Items]
Net (loss) income	$ (3,001,194)	$ 14,334,250
Accretion of temporary equity to redemption value	6,167,983	(3,984,431)
Net income including accretion of temporary equity to redemption value	3,166,789	10,349,819
Allocation of net (loss) income including accretion of temporary equity	(3,066,977)	(3,986,568)
Allocation of accretion of temporary equity to redemption value	6,167,983	(3,984,431)
Redeemable Class A [Member]
Significant Accounting Policies (Details) - Schedule of Earnings Per Share [Line Items]
Accretion of temporary equity to redemption value	(6,167,983)	3,984,431
Allocation of net (loss) income including accretion of temporary equity	1,140,044	8,279,855
Allocation of accretion of temporary equity to redemption value	(6,167,983)	3,984,431
Allocation of net (loss) income	$ (5,027,939)	$ 12,264,286
Weighted-average shares outstanding (in Shares)	3,821,284	27,600,000
Basic and diluted net (loss) income per share (in Dollars per share)	$ (1.32)	$ 0.44
Non-redeemable Class A and Class B [Member]
Significant Accounting Policies (Details) - Schedule of Earnings Per Share [Line Items]
Accretion of temporary equity to redemption value
Allocation of net (loss) income including accretion of temporary equity	2,026,745	2,069,964
Allocation of accretion of temporary equity to redemption value
Allocation of net (loss) income	$ 2,026,745	$ 2,069,964
Weighted-average shares outstanding (in Shares)	6,900,000	6,900,000
Basic and diluted net (loss) income per share (in Dollars per share)	$ 0.29	$ 0.3

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of Earnings Per Share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Redeemable Class A [Member]
Significant Accounting Policies (Details) - Schedule of Earnings Per Share (Parentheticals) [Line Items]
Diluted net (loss) income per share	$ (1.32)	$ 0.44
Non-redeemable Class A and Class B [Member]
Significant Accounting Policies (Details) - Schedule of Earnings Per Share (Parentheticals) [Line Items]
Diluted net (loss) income per share	$ 0.29	$ 0.3

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jan. 24, 2024	Oct. 31, 2023	Oct. 17, 2023	Apr. 05, 2023	Apr. 27, 2021
Related Party Transactions [Line Items]
Selling, general and administrative expense	$ 120,000	$ 120,000
Payments to related parties	0
Working Capital Loans Warrant [Member]
Related Party Transactions [Line Items]
Loan conversion agreement warrant	$ 1,500,000
Price of warrant (in Dollars per share)	$ 1
Working capital loan	$ 0	0
Unsecured Promissory Note [Member]
Related Party Transactions [Line Items]
Borrowed amount						$ 1,500,000
Debt instrument, interest rate, stated percentage						0%
October 2023 Promissory Note [Member]
Related Party Transactions [Line Items]
Borrowed amount					$ 2,500,000
Debt instrument, interest rate, stated percentage				0%
Long-term debt, gross	1,612,398
Forecast [Member] | January 2024 Promissory Note [Member]
Related Party Transactions [Line Items]
Borrowed amount			$ 750,000
Debt instrument, interest rate, stated percentage			0%
Related Party [Member]
Related Party Transactions [Line Items]
Due to related party	75,000	0
Aggregate amount for due to related party	339,193	144,193
Sponsor [Member]
Related Party Transactions [Line Items]
Expenses incurred and paid	10,000
Promissory Notes with Related Party [Member]
Related Party Transactions [Line Items]
Maximum borrowing capacity of related party promissory note							$ 300,000
Borrowed amount							262,268
Outstanding balance of related party note							$ 90,922
Outstanding amount	171,346	171,346
Office Space Secretarial and Administrative Services [Member] | Related Party [Member]
Related Party Transactions [Line Items]
Aggregate amount for due to related party	$ 264,193	$ 144,193

Prepaid Expenses (Details) - Sc

Prepaid Expenses (Details) - Schedule of Prepaid Expenses - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Prepaid Expenses [Abstract]
Prepaid insurance	$ 17,421	$ 26,081
Other prepaid expenses	1,858	5,029
Total prepaid expense	$ 19,279	$ 31,110

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expense (Details) - Schedule of Company's Accounts Payable and Accrued Expenses - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Company's Accounts Payable and Accrued Expenses [Abstract]
Legal accrual	$ 5,534,483	$ 1,705,049
Other payables and expenses	134,866	161,943
Total accounts payable and accrued expenses	$ 5,669,349	$ 1,866,992

Commitments & Contingencies (De

Commitments & Contingencies (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) Days $ / shares	Dec. 31, 2022 USD ($)
Commitments & Contingencies [Line Items]
Maximum number of demands for registration of securities	3
Threshold period for not to transfer	30 days
Other income	$ 425,040
Waiver of deferred underwriters fee	9,234,960
Deferred underwriting fees	0	$ 9,660,000
Decrease in deferred underwriting liability	0
Reversal of offering costs	$ 425,040
IPO [Member]
Commitments & Contingencies [Line Items]
Deferred underwriting discount	3.50%
Class B Ordinary Share [Member]
Commitments & Contingencies [Line Items]
Temporary equity, carrying amount, period increase (decrease)	$ 9,234,960
Business Combination Agreement [Member]
Commitments & Contingencies [Line Items]
Description of acquired entity	On April 19, 2023, the Company entered into a Business Combination Agreement, by and among the Company, ESGEN OpCo, LLC, a Delaware limited liability company and wholly-owned subsidiary of ESGEN (“OpCo”), Sunergy Renewables, LLC, a Nevada limited liability company (“Sunergy”), the Sunergy equity holders set forth on the signature pages thereto (collectively, “Sellers” and each, a “Seller”, and collectively with Sunergy, the “Sunergy Parties”), for limited purposes, the Sponsor, and for limited purposes, Timothy Bridgewater, an individual, in his capacity as the Sellers Representative (the “Business Combination Agreement”).
Date of acquisition	Mar. 13, 2024
Sponsor [Member] | Class A Ordinary Shares [Member]
Commitments & Contingencies [Line Items]
Warrants and rights outstanding exercisable term	30 days
Threshold period for not to transfer	1 year
Stock price trigger to transfer (in dollars per share) (in Dollars per share) | $ / shares	$ 12
Threshold trading days for transfer (in Days) | Days	20
Threshold consecutive trading days for transfer (in Days) | Days	30
Threshold period after the initial business combination	150 days
Sponsor [Member] | Class A Ordinary Shares [Member] | Private Placement Warrants [Member]
Commitments & Contingencies [Line Items]
Warrants and rights outstanding exercisable term	30 days

Warrant Liabilities (Details)

Warrant Liabilities (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Oct. 20, 2023	Jan. 18, 2023
Warrant Liabilities [Line Items]
Warrants outstanding (in Shares)	27,840,000
Shares issued, price per share	$ 10
Public share		$ 0.0175	$ 0.04
Percentage of gross proceeds on total equity proceeds	60%
Adjustment of exercise price of warrants based on market value	115%
Stock price trigger for redemption of public warrants	$ 18
Class of warrant or right adjustment of redemption price of warrants or rights percent based on market value	180%
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination	30 days
Public warrants expiration term	5 years
Threshold period for registration statement to be effective after which warrants can be exercised	60 days
Trading day prior to the date on which the notice of exercise	10 days
Fair market value price	$ 0.361
Outstanding warrants percentage	50%
Public Warrants [Member]
Warrant Liabilities [Line Items]
Warrants outstanding (in Shares)	13,800,000
Public Warrants [Member]
Warrant Liabilities [Line Items]
Warrants outstanding (in Shares)	14,040,000
Ordinary share [Member] | Public Warrants [Member]
Warrant Liabilities [Line Items]
Public share	$ 9.2
Class A Ordinary Shares [Member]
Warrant Liabilities [Line Items]
Public share	1,488,000
Stock price trigger for redemption of public warrants	$ 18
Trading day prior to the date on which the notice of exercise	10 days
Public share	$ 10
Class A Ordinary Shares [Member] | Public Warrants [Member]
Warrant Liabilities [Line Items]
Shares issued, price per share	11.5
Redemption Of Warrant Price Per Share Equals Or Exceeds Eighteen Point Zero Zero [Member]
Warrant Liabilities [Line Items]
Public share	18
Public share	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants	20 days
Redemption Of Warrant Price Per Share Equals Or Exceeds Eighteen Point Zero Zero [Member] | Class A Ordinary Shares [Member]
Warrant Liabilities [Line Items]
Public share	$ 18
Redemption Of Warrant Price Per Share Equals Or Exceeds Ten Point Zero Zero [Member]
Warrant Liabilities [Line Items]
Public share	$ 0.1
Minimum threshold written notice period for redemption of public warrants	30 days
Redemption Of Warrant Price Per Share Equals Or Exceeds Ten Point Zero Zero [Member] | Class A Ordinary Shares [Member]
Warrant Liabilities [Line Items]
Shares issued, price per share	$ 10
Warrant [Member]
Warrant Liabilities [Line Items]
Threshold trading days for redemption of public warrants	20 days
Initial Business Combination [Member]
Warrant Liabilities [Line Items]
Public share	$ 9.2
Redemption of Warrants [Member]
Warrant Liabilities [Line Items]
Warrant price per share	$ 10

Recurring Fair Value Measurem_3

Recurring Fair Value Measurements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Recurring Fair Value Measurements [Abstract]
Transfers net	$ 0	$ 0

Recurring Fair Value Measurem_4

Recurring Fair Value Measurements (Details) - Schedule of Financial Assets and Liabilities that were Accounted for at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets:
Marketable securities held in Trust Account	$ 16,018,732	$ 285,506,568
Liabilities:
Total liabilities	1,113,600	796,224
Public Warrants [Member]
Liabilities:
Total liabilities	552,000	394,680
Private Warrants [Member]
Liabilities:
Total liabilities	561,600	401,544
Level 1 [Member]
Assets:
Marketable securities held in Trust Account	16,018,732	285,506,568
Liabilities:
Total liabilities	552,000	394,680
Level 1 [Member] | Public Warrants [Member]
Liabilities:
Total liabilities	552,000	394,680
Level 1 [Member] | Private Warrants [Member]
Liabilities:
Total liabilities
Level 2 [Member]
Assets:
Marketable securities held in Trust Account
Liabilities:
Total liabilities	561,600	401,544
Level 2 [Member] | Public Warrants [Member]
Liabilities:
Total liabilities
Level 2 [Member] | Private Warrants [Member]
Liabilities:
Total liabilities	561,600	401,544
Level 3 [Member]
Assets:
Marketable securities held in Trust Account
Liabilities:
Total liabilities
Level 3 [Member] | Public Warrants [Member]
Liabilities:
Total liabilities
Level 3 [Member] | Private Warrants [Member]
Liabilities:
Total liabilities

Shareholders_ Deficit (Details)

Shareholders’ Deficit (Details) - $ / shares		12 Months Ended
	Oct. 20, 2023	Dec. 31, 2023	Dec. 31, 2022
Shareholders’ Deficit [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Total number of shares outstanding		20%
Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common shares, shares authorized		250,000,000	250,000,000
Common shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued		5,619,077	0
Common shares, shares outstanding		5,619,077	0
Temporary equity, shares outstanding		1,408,555	27,600,000
Converted shares	1,408,555
Class B Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Common shares, shares authorized		25,000,000	25,000,000
Common shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common shares, shares issued		1,280,923	6,900,000
Common shares, shares outstanding		1,280,923	6,900,000
Converted shares	5,619,077
Voting rights		one
Share converted ratio		20%
Non-redeemable Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Converted shares	5,619,077

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)				12 Months Ended
	Mar. 11, 2024	Jan. 24, 2024	Jan. 18, 2023	Dec. 31, 2023	Feb. 16, 2024	Jan. 18, 2024	Oct. 20, 2023	Dec. 31, 2022
Class A Ordinary Shares [Member]
Subsequent Event [Line Items]
Common stock, par value (in Dollars per share)				$ 0.0001			$ 0.0001	$ 0.0001
Purchase at least (in Shares)			24,703,445
Ordinary shares, par value (in Dollars per share)			$ 10.35	$ 0.0001
Aggregate shares (in Shares)				225,174
Ordinary share (in Shares)				1
Subsequent Event [Member]
Subsequent Event [Line Items]
Deposited into the trust account					$ 24,650	$ 24,650
Equity holders		$ 337,300,000
Minimum cash condition		$ 20,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Convertible preferred units		$ 15,000,000
Forfeiture shares		$ 2,900,000
Additional forfeiture shares (in Shares)		500,000
Purchase price per unit (in Dollars per share)		$ 10
Convertible preferred units (in Shares)		500,000
Sponsor subscription agreement		$ 15,000,000
Subsequent Event [Member] | Class A Ordinary Shares [Member]
Subsequent Event [Line Items]
Common stock		$ 10,000,000
Common stock, par value (in Dollars per share)		$ 0.0001
Purchase at least (in Shares)	174,826
Ordinary shares, par value (in Dollars per share)	$ 0.0001
Subsequent Event [Member] | Class V Common Stock [Member]
Subsequent Event [Line Items]
Preferred units (in Shares)		150,000
Convertible preferred units (in Shares)		500,000
Sponsor | Subsequent Event [Member]
Subsequent Event [Line Items]
Preferred units (in Shares)		1,000,000
Business Combination Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Equity holders		$ 410,000,000