Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | DIRECT SELLING ACQUISITION CORP. | ||
Entity Central Index Key | 0001871745 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Incorporation, State or Country Code | DE | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | DSAQ | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-40831 | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Tax Identification Number | 86-3676785 | ||
Entity Address, Address Line One | 5800 Democracy Drive | ||
Entity Address, City or Town | Plano | ||
Entity Address, Postal Zip Code | 75024 | ||
City Area Code | 214 | ||
Local Phone Number | 380-6020 | ||
Entity Address, State or Province | TX | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Southfield, Michigan | ||
Entity Public Float | $ 59,759,875 | ||
Document Financial Statement Error Correction [Flag] | false | ||
ICFR Auditor Attestation Flag | false | ||
Units [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | ||
Trading Symbol | DSAQ.U | ||
Security Exchange Name | NYSE | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Redeemable warrants, each warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | ||
Trading Symbol | DSAQ.W | ||
Security Exchange Name | NONE | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,471,283 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash | $ 467,309 | $ 1,151,319 |
Prepaid expenses | 4,958 | 114,915 |
Total current assets | 472,267 | 1,266,234 |
Cash and investments held in Trust Account | 62,606,718 | 239,365,794 |
Total Assets | 63,078,985 | 240,632,028 |
Liabilities: | ||
Franchise taxes payable | 125,450 | 68,880 |
Federal income taxes payable | 1,583,871 | 646,912 |
Due to related party | 667 | 667 |
Working Capital loan | 2,300,000 | 2,300,000 |
Promissory notes to related party | 3,855,985 | 0 |
Excise tax payable | 1,829,791 | 0 |
Accounts payable and accrued expenses | 1,456,302 | 32,844 |
Total current liabilities | 11,152,066 | 3,049,303 |
Other liabilities | 0 | 400,000 |
Warrant liability | 232,000 | 928,000 |
Deferred underwriters' discount | 8,050,000 | 8,050,000 |
Total Liabilities | 19,434,066 | 12,427,303 |
Commitments and Contingencies (Note 6) | ||
Redeemable Class A common stock subject to possible redemption, 5,595,494 and 23,000,000 shares at redemption value at December 31, 2023 and 2022, respectively | 61,907,870 | 239,285,445 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (18,263,526) | (11,081,295) |
Total Stockholders' Deficit | (18,262,951) | (11,080,720) |
Total Liabilities, Redeemable Common Stock and Stockholders' Deficit | 63,078,985 | 240,632,028 |
Common Class A [Member] | ||
Stockholders' Deficit: | ||
Common stock in value | 0 | 0 |
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common stock in value | $ 575 | $ 575 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, Par or Stated 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 |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 5,595,494 | 23,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 380,000,000 | 380,000,000 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 5,750,000 | 5,750,000 |
Common Stock, Shares, Outstanding | 5,750,000 | 5,750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating costs | $ 4,691,195 | $ 1,830,438 |
Loss from operations | (4,691,195) | (1,830,438) |
Other income: | ||
Bank interest income | 42,215 | 5,918 |
Interest earned on cash and investments held in Trust Account | 4,620,033 | 3,378,342 |
Change in fair value of warrant liability | 696,000 | 10,672,000 |
Total Other Income | 5,358,248 | 14,056,260 |
Income before provision for income taxes | 667,053 | 12,225,822 |
Provision for income taxes | (936,959) | (646,912) |
Net (loss) income | $ (269,906) | $ 11,578,910 |
Common Class A [Member] | ||
Other income: | ||
Weighted average shares outstanding, Basic | 9,457,864 | 23,000,000 |
Weighted average shares outstanding, Diluted | 9,457,864 | 23,000,000 |
Net (loss) income per share, Basic | $ (0.35) | $ 0.24 |
Net (loss) income per share, Diluted | $ (0.35) | $ 0.24 |
Common Class B [Member] | ||
Other income: | ||
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 |
Net (loss) income per share, Basic | $ (0.35) | $ 0.24 |
Net (loss) income per share, Diluted | $ (0.35) | $ 0.24 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class B [Member] Common Stock [Member] |
Balance Begining at Dec. 31, 2021 | $ (17,974,185) | $ 0 | $ (17,974,760) | $ 575 | |
Balance Begining, shares at Dec. 31, 2021 | 5,750,000 | ||||
Accretion of carrying value to redemption value | (4,685,445) | (4,685,445) | |||
Net (loss) income | 11,578,910 | 11,578,910 | |||
Balance end at Dec. 31, 2022 | (11,080,720) | 0 | (11,081,295) | $ 575 | |
Balance ending ,shares at Dec. 31, 2022 | 5,750,000 | ||||
Excise tax payable attributable to redemption of common stock | (1,829,791) | (1,829,791) | |||
Accretion of carrying value to redemption value | (5,082,534) | $ (3,482,534) | (5,082,534) | ||
Net (loss) income | (269,906) | (269,906) | |||
Balance end at Dec. 31, 2023 | $ (18,262,951) | $ 0 | $ (18,263,526) | $ 575 | |
Balance ending ,shares at Dec. 31, 2023 | 5,750,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (269,906) | $ 11,578,910 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Change in fair value of warrant liability | (696,000) | (10,672,000) |
Interest earned on cash and investments held in Trust Account | (4,620,033) | (3,378,342) |
Changes in current assets and liabilities: | ||
Prepaid assets | 109,957 | 598,225 |
Other liabilities | (400,000) | 400,000 |
Taxes payable | 993,529 | 655,518 |
Accrued offering costs and expenses | 1,423,458 | (3,506) |
Net cash used in operating activities | (3,458,995) | (821,195) |
Cash flows from investing activities: | ||
Funds withdrawn from Trust Account | 182,460,109 | 0 |
Transfer of extension payment to Trust Account | (1,600,000) | (2,300,000) |
Cash withdrawal from Trust Account to pay taxes | 519,000 | 930,566 |
Net cash provided by (used in) investing activities | 181,379,109 | (1,369,434) |
Cash flows from financing activities: | ||
Proceeds from issuance of promissory note to related party | 3,855,985 | 0 |
Proceeds from issuance of Working Capital loan | 0 | 2,300,000 |
Funds withdrawn for redemptions | (182,460,109) | 0 |
Net cash (used in) provided by financing activities | (178,604,124) | 2,300,000 |
Net change in cash and cash equivalents | (684,010) | 109,371 |
Cash and cash equivalents, beginning of the year | 1,151,319 | 1,041,948 |
Cash and cash equivalents, end of the year | 467,309 | 1,151,319 |
Supplemental disclosure of non-cash financing activities: | ||
Excise tax payable attributable to redemption of common stock | 1,829,791 | 0 |
Accretion of carrying value to redemption value | 5,082,534 | 4,685,445 |
Federal income taxes paid | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (269,906) | $ 11,578,910 |
Organization, Business Operatio
Organization, Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operations | Note 1 — Organization, Business Operations Direct Selling Acquisition Corp. (the “Company”) is a blank check company incorporated as a Delaware corporation on March 9, 2021, 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 may pursue an initial Business Combination target in any business or industry. As of December 31, 2023, the Company had not commenced operations. All activity for the period from March 9, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (the “Public Offering”) and, subsequent to the Public Offering, identifying a target company for a Business Combination and completion of the proposed Business Combination (described below). The Company will not generate 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 DSAC Partners LLC, a Delaware limited liability company (the “Sponsor”). On September 28, 2021, the Company consummated its Public Offering of 23,000,000 units (the “Units” and with respect to the Class A common stock included in the Units sold, the “Public Shares”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half Simultaneously with the closing of the Public Offering, pursuant to the Private Placement Warrants Purchase Agreement, the Company completed the private sale of 11,700,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $11,700,000. The Private Placement Warrants are identical to the Public Warrants included as part of the Units sold in the Public Offering, except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the shares of Class A common stock issuable upon exercise of the warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as amended. The Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting commissions held in trust) at the time of signing the agreement to enter into the Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Public Offering, $10.20 per Unit sold in the Public Offering, including the proceeds of the sale of the Private Placement Warrants, is held in a Trust Account and invested only in U.S. government securities with a maturity of 180 days or less, in money market funds meeting certain conditions under Rule 2a- 7 under the Investment Company Act which invest only in direct U.S. government treasury obligations or in demand deposit accounts. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company is unable to complete the initial Business Combination by the Termination Date, subject to applicable law, and (iii) the redemption of the public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (“Charter”) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company has not consummated an initial Business Combination by the Termination Date or with respect to any other material provisions relating to stockholders’ rights or pre-initial The Company will provide its public stockholders 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 stockholder meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in the Company’s discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek stockholder approval under applicable law or stock exchange listing requirements. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share The shares of common stock subject to redemption are recorded at redemption value and classified as temporary equity, 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 seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. With the December 28, 2022 deposit into the Trust Account for a three-month extension of $2,300,000 ($0.10 per share), the Company had 18 months (or March 28, 2023) from the closing of the Public Offering, or any extended period of time that the Company may have, to consummate an initial Business Combination as a result of an amendment to the Company’s Charter (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete 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 aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject, in each case, to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period. On March 24, 2023 the Company’s stockholders voted to amend the Company’s Charter to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination (the “Charter Extension”) from March 28, 2023 (the “Original Termination Date”) to June 28, 2023 (the “Charter Extension Date”) and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to nine times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors (the “Board”), if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 28, 2024 (each, an “Additional Charter Extension Date”) or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”). For each monthly extension of the Charter Extension Date the Company will deposit $160,000 into the Trust Account. In connection with the Company’s stockholders’ vote on March 24, 2023, the holders of 17,404,506 Class A common stock of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.48 per share, for an aggregate redemption amount of $182,460,109. After the satisfaction of such redemptions, the balance in the Company’s Trust Account was approximately $58,660,352 (including interest not previously released to the Company but net of expected franchise and income taxes payable). For the year ended December 31, 2023, $1,600,000 has been deposited in the Trust Account to extend the Termination Date to January 28, 2024. In the period from January 2024 to March 2024 an aggregate of $480,000 was deposited in the Trust Account, extending the Combination Period to April 28, 2024. The initial stockholders, Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to any founder shares and Public Shares they hold in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any founder shares and Public Shares they hold in connection with a stockholder vote to approve an amendment to the Company’s Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination 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, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 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 $10.20 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor did 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. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations. Proposed Business Combination On January 17, 2024, the Company, entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among Aeroflow Urban Air Mobility Private Limited, a private limited company incorporated under the laws of India and a direct wholly owned subsidiary of PubCo (“IndiaCo”), Hunch Technologies Limited, a private limited company incorporated in Ireland with registered number 607449 (“PubCo”), FlyBlade (India) Private Limited, a private limited company incorporated under the laws of India (“Hunch Mobility”), and HTL Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PubCo (“Merger Sub”). The transactions contemplated by the Business Combination Agreement, including the Merger (as defined below), and the transactions contemplated by the related transaction documents contemplated by the Business Combination Agreement (collectively, the “Transactions”), will constitute a Business Combination as contemplated by the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on August 23, 2021 (as amended on March 27, 2023). The Merger and the Transactions were unanimously approved by the board of directors of the Company on January 17, 2024. The Business Combination Agreement Reorganization Transactions Prior to the execution of the Business Combination Agreement, PubCo, IndiaCo and Hunch Mobility consummated a series of reorganization transactions pursuant to which, among other things, Hunch Mobility transferred all of its assets and liabilities (other than certain excluded assets and liabilities) to IndiaCo on a slump sale basis as a going concern. In connection with the Merger, prior to the closing of the Transactions (the “Closing”), PubCo will complete a reorganization (such transactions, the “Pre-Closing incorporated in Gujarat International Finance Tec-City liquidation/winding-up Pre-Closing Pre-Closing The Merger Following the Pre-Closing In connection with the Merger, each (i) share of Class A common stock of the Company, par value $0.0001 per share (each, a “DSAQ Class A Share”), (ii) share of Class B common stock of the Company, par value $0.0001 per share (each, a “DSAQ Class B Share”), and (iii) convertible preferred share of the Company that will be issued pursuant to the Investor Subscription Agreement (as defined below) (each, a “DSAQ Preferred Share” and together with the DSAQ Class A Shares and DSAQ Class B Shares, the “DSAQ Shares”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than those held in treasury, will be automatically cancelled and extinguished and converted into the right to receive: (A) with respect to each DSAQ Class A Share and DSAQ Class B Share, one (1) PubCo Class A Ordinary Share, one (1) CVR I, one (1) CVR II and one (1) CVR III, which are described in further detail below, and (B) with respect to each DSAQ Preferred Share, one (1) PubCo Preferred Share. All DSAQ Shares held in treasury will be canceled and extinguished without consideration. Each unit of the Company issued in the IPO that is outstanding immediately prior to the Effective Time will be automatically separated and the holder thereof will be deemed to hold one (1) DSAQ Class A Share and one-half At the Effective Time, unless otherwise amended by the DSAQ Warrant Amendment, without any further action, each warrant of the Company that is outstanding immediately prior to the Effective Time shall remain outstanding but shall be assumed by PubCo and automatically adjusted to become (A) with respect to each public warrant of the Company, one (1) public warrant of PubCo and (B) with respect to each private placement warrant of the Company, one (1) private placement warrant of PubCo, each of which shall be subject to substantially the same terms and conditions applicable prior to such conversion; except that each such warrant shall be exercisable (or will become exercisable in accordance with its terms) for (i) one (1) PubCo Class A Ordinary Share, (ii) one (1) CVR I, (iii) one (1) CVR II and (iv) one (1) CVR III, in lieu of DSAQ Class A Shares (subject to the PubCo warrant agreement). If the DSAQ Warrant Amendment is approved, then immediately prior to the Effective Time, each warrant of the Company will automatically convert into one-fifth Registration Statement/Proxy Statement In connection with the Transactions, the Company and PubCo will prepare and file a registration statement on Form F-4 In addition, as promptly as practicable following the time at which the Registration Statement/Proxy Statement is declared effective under the Securities Act, the Company will solicit the vote or consent of registered holders of warrants of the Company to adopt and approve an amendment to the Company’s warrant agreement to provide that, effective immediately prior to the Effective Time, each warrant of the Company will automatically convert into one-fifth Representations, Warranties and Covenants The parties to the Business Combination Agreement have made representations, warranties and covenants that are customary for transactions of this nature. The representations and warranties of the respective parties to the Business Combination Agreement will not survive the Closing. The covenants of the respective parties to the Business Combination Agreement will also not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing. In connection with the foregoing, the Company, through its board of directors, shall recommend to the Company’s stockholders and warrant holders the adoption and approval of the Business Combination Agreement and the transactions contemplated thereby (including the Merger), and the approval and adoption of the DSAQ Warrant Amendment, respectively. Notwithstanding the foregoing, if, at any time prior to obtaining the requisite approval of the Company’s stockholders with respect to the Business Combination, the Company’s board of directors determines in good faith, after consultation with its outside legal counsel, that a Blade Group Material Adverse Effect has occurred on or after the date of the Business Combination Agreement and, as a result, the failure to change its recommendation would be inconsistent with the board of directors’ fiduciary duties under applicable law, the Company’s board of directors may effect a change of recommendation, subject to certain conditions. Exclusivity Each of the Company, PubCo, IndiaCo, Hunch Mobility and Merger Sub has agreed that from the date of the Business Combination Agreement to the earlier of the closing of the Merger and the termination of the Business Combination Agreement, no party will: (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), knowingly facilitate (including by commencing due diligence), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to an alternative transaction, (ii) furnish or disclose any non-public Conditions to Closing Mutual Conditions The obligations of the parties to the Business Combination Agreement to consummate the Transactions are conditioned upon the following mutual conditions: a) the absence of any law or other legal restraint or prohibition issued by any court of competent jurisdiction or other governmental authority preventing the consummation of the Transactions; b) the effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement/Proxy Statement and that no stop order will have been issued by the SEC and remain in effect with respect to the Registration Statement/Proxy Statement; c) obtaining, at the special meeting of Company stockholders where a quorum is present, the vote of the holders of a majority of the outstanding DSAQ Shares entitled to vote thereon to adopt and approve the Business Combination Agreement and the transactions contemplated thereby (including the Merger); d) the PubCo Class A Ordinary Shares that constitute the consideration for the Business Combination having been approved for listing on a stock exchange, subject only to notice of issuance; e) the entry by PubCo into a composition agreement with the Revenue Commissioners of Ireland and a special eligibility agreement for securities with the Depositary Trust Company in respect of PubCo Class A Ordinary Shares and, if the Company’s warrants are assumed pursuant to the Business Combination Agreement, PubCo warrants, both of which shall be in full force and effect and enforceable in accordance with their respective terms; and f) PubCo, Sponsor, and the Principal Shareholders (as defined below) shall have executed a registration rights agreement, containing customary demand and piggyback registration rights, in a form reasonably acceptable to PubCo, the Sponsor and the Principal Shareholders. Conditions of PubCo, IndiaCo, Hunch Mobility and Merger Sub The obligations of PubCo, IndiaCo, Hunch Mobility and Merger Sub to consummate the Transactions are conditioned upon, among other things: a) the consummation of the transactions contemplated by the Investor Subscription Agreement (as defined below); and b) An affiliate of Investor (as defined below) being the beneficial owner of at least 955,100 DSAQ Class A Shares and not electing to have such DSAQ Class A Shares redeemed by the Company in connection with the Company’s special meeting. Conditions of the Company The obligations of the Company to consummate the Transactions are conditioned upon, among other things: b) the absence of a Blade Group Material Adverse Effect; b) the Pre-Closing c) the consummation of the transactions contemplated by the Hunch Subscription Agreement. Termination The Business Combination Agreement may be terminated at any time prior to the Closing by mutual written consent of the Company and PubCo and in certain other circumstances, including if the Closing has not occurred on or prior to March 28, 2024 (subject to automatic extension to June 28, 2024 in the event that the Company obtains an extension of the deadline by which the Company must complete a business combination in accordance with its governing documents) and the primary cause of the failure for the Closing to have occurred on or prior to such date is not due to a breach of the Business Combination Agreement by the party seeking to terminate. Note Purchase Agreement and Convertible Notes Concurrently with the execution and delivery of the Business Combination Agreement, PubCo entered into a convertible note purchase agreement (the “Note Purchase Agreement”) with an investor with majority economic, non-voting The Outstanding Amount of each Convertible Note shall be automatically due and payable in full on the date that is the earlier of (1) three (3) business days following the termination of the Business Combination Agreement and (2) 363 days from the date of issuance of each respective Convertible Note (as applicable, the “Maturity Date”). If PubCo fails to pay any amount due pursuant to each Convertible Note within five business days of each respective Maturity Date, interest shall accrue at the rate of 17% per annum on the Outstanding Amount until the entire Outstanding Amount is paid in full. Investor Subscription Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Company entered into a subscription agreement (the “Investor Subscription Agreement”) with Investor. Pursuant to the Investor Subscription Agreement, Investor agreed to subscribe for and purchase, and the Company agreed to issue and sell to Investor, immediately prior to the Closing, an aggregate of 700,000 DSAQ Preferred Shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $7,000,000. The closing of the Investor Subscription Agreement will be conditioned on (i) the consummation of the transactions contemplated by the Hunch Subscription Agreement and (ii) the consummation of additional investments in an aggregate investment amount of $12,000,000 (“Minimum Additional Investment”), for DSAQ Preferred Shares, DSAQ Class A Shares, PubCo Preferred Shares or PubCo Ordinary Shares, issued to investors (the “Additional Investors”), on terms and conditions that are not materially more advantageous to any such Additional Investors than Investor hereunder, unless such terms and conditions are consented to by Investor. For avoidance of doubt, the Minimum Additional Investment shall not include any investments pursuant to the Investor Subscription Agreement, the acquisition of the Retained Shares (as defined the Investor Subscription Agreement) or the Hunch Subscription Agreement. The Investor Subscription Agreement contains customary conditions to closing, including, among other things, the consummation of the Business Combination. The Investor Subscription Agreement also provides that the Company will grant Investor certain customary registration rights. Hunch Subscription Agreement Concurrently with the execution and delivery of the Business Combination Agreement, Quick Response Services Provider LLP (“QRSP”) entered into a subscription agreement (the “Hunch Subscription Agreement”) with PubCo. Pursuant to the Hunch Subscription Agreement, QRSP agreed to subscribe for and purchase, and PubCo agreed to issue and sell to QRSP, immediately prior to the Closing, an aggregate of 300,000 PubCo Preferred Shares for a purchase price of $10.00 per share, for aggregate gross proceeds of $3,000,000. The closing of the Hunch Subscription Agreement will be conditioned on the consummation of the transactions contemplated by the Investor Subscription Agreement. The Hunch Subscription Agreement also contains customary conditions to closing, including, among other things, the consummation of the Business Combination. The Hunch Subscription Agreement also provides that PubCo will grant QRSP certain customary registration rights. Principal Shareholder Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Company, Quick Response Services Provider LLP, a limited liability partnership incorporated under the laws of India (“Hunch”), and Blade Urban Air Mobility Inc., a Delaware corporation (together with Hunch, the “Principal Shareholders” and each, a “Principal Shareholder”), and PubCo have entered into that Principal Shareholder Support Agreement (the “Principal Shareholder Support Agreement”) pursuant to which each Principal Shareholder has agreed, among other things: (i) to support and vote or consent to the requisite transaction proposals and (ii) not to transfer any equity security of PubCo until the earlier to occur of (a) the Closing, (b) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms and (c) the mutual agreement of the parties thereto, in each case subject to the terms and conditions set forth therein. Sponsor Support Agreement Concurrently with the execution and delivery of the Business Combination Agreement, the Sponsor, the Company, PubCo and, for certain limited purposes, certain of the Company’s directors, executive officers and affiliates (such individuals, the “Insiders”) have entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor has, among other things, agreed to (i) support and vote in favor of the requisite transaction proposals; (ii) waive all adjustments to the conversion ratio set forth in Company’s amended and restated certificate of incorporation with respect to its DSAQ Class B Shares, (iii) be bound by certain transfer restrictions with respect to their DSAQ Class B Shares and the warrants of the Company, as applicable, prior to Closing and (iv) the forfeiture, transfer or conversion into DSAQ Class A Shares, as applicable of warrants of the Company under the terms and conditions set forth therein. Specifically, the Sponsor has agreed to make available up to 9,950,000 private placement warrants of the Company (or, if the DSAQ Warrant Amendment is approved, the PubCo Class A Ordinary Shares corresponding thereto) to existing stockholders of the Company in exchange for such stockholders agreeing not to redeem their DSAQ Class A Shares in connection with the Company’s stockholder meeting. If less than all such private placement warrants (or, if the DSAQ Warrant Amendment is approved, the PubCo Class A Ordinary Shares corresponding thereto) are so transferred, then the Sponsor shall (i) retain 50% of such private placement warrants not so transferred and (ii) forfeit 50% of such private placement warrants not so transferred. If the DSAQ Warrant Amendment is not approved, any such retained private placement warrants may, at the Sponsor’s election, be surrendered to the Company prior to the Closing in exchange for one (1) DSAQ Class A Share for every five (5) private placement warrants so surrendered. If the DSAQ Warrant Amendment is approved, each such private placement warrant retained will automatically convert into one-fifth Contingent Value Rights Agreement Concurrently with the consummation of the Business Combination Agreement, PubCo will enter into a Contingent Value Rights Agreement (the “CVR Agreement”) with a rights agent (“Rights Agent”) pursuant to which the holders of DSAQ Class A Shares and DSAQ Class B Shares outstanding as of immediately prior to the Effective Time will receive one (1) CVR I, one (1) CVR II and one (1) CVR III (each, a “CVR”) for each one whole DSAQ Share held by such stockholder on such date. Each CVR I represents the right of the holder thereof to receive its pro rata share of 2,000,000 newly issued PubCo Class A Ordinary Shares, and each CVR I shall be exercised automatically upon PubCo’s delivery of the CVR Payment Notice (as defined in the CVR Agreement) to the Rights Agent, notifying the Rights Agent that, during the 12 month period ending on the final day of the month in which the second anniversary of the Closing occurs, the consolidated revenues of PubCo and its subsidiaries was less than $50 million. Each CVR II represents the right of the holder thereof to receive its pro rata share of 2,000,000 newly issued PubCo Class A Ordinary Shares, and each CVR II shall be exercised automatically upon PubCo’s delivery of the CVR Payment Notice to the Rights Agent, notifying the Rights Agent that, during the 12 month period ending on the final day of the month in which the third anniversary of the Closing occurs, the consolidated revenues of PubCo and its subsidiaries was less than $142 million. Each CVR III represents the right of the holder thereof to receive its pro rata share of 2,000,000 newly issued PubCo Class A Ordinary Shares, and each CVR III shall be exercised automatically upon PubCo’s delivery of the CVR Payment Notice, notifying the Rights Agent that, during the 12 month period ending on the final day of the month in which the fourth anniversary of the Closing occurs, the consolidated revenues of PubCo and its subsidiaries was less than $263 million. The contingent payments under the CVR Agreement, if they become payable, will become payable to the Rights Agent for subsequent distribution to the holders of the CVRs. There can be no assurance that any payment of any PubCo Ordinary Shares will be made or that any holders of CVRs will receive any amounts with respect thereto. The right to the contingent payments contemplated by the CVR Agreement is a contractual right only. The CVRs will not be evidenced by a certificate or other instrument. The CVRs will not be transferable. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in PubCo or any of its affiliates. No interest will accrue on any amounts payable in respect of the CVRs. 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 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Use of Estimates The preparation of the 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 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $467,309 and $1,151,319 in cash and did not have any cash equivalents as of December 31, 2023 or December 31, 2022. Cash and Investments Held in Trust Account At December 31, 2023, the Trust Account included a demand deposit account and at December 31, 2022 investments were substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash accounts in financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the Class A common stock contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC480-10-S99, conditionally redeemable Class A common stock (including shares of Class A common stock 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, on December 31, 2023 and 2022 , shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($11.06 and $10.40 per share at December 31, 2023 and 2022, respectively) at the end of each reporting period. Such changes are reflected in additional paid-in capital, Net (Loss) Income Per Share of Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The 23,200,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share of common stock for the year ended December 31, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per share of common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of common stock for each class of common stock. For the Year Ended December 31, 2023 2022 Net (loss) income $ (269,906 ) $ 11,578,910 Accretion of temporary equity to redemption value (5,082,534 ) (4,685,445 ) Net (loss) income including accretion of temporary equity to redemption value $ (5,352,440 ) $ 6,893,465 For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share of common stock: Numerator: Allocation of net (loss) income including accretion of temporary equity $ (3,328,715 ) $ (2,023,725 ) $ 5,514,772 $ 1,378,693 Denominator: Weighted-average shares outstanding 9,457,864 5,750,000 23,000,000 5,750,000 Basic and diluted net (loss) income per share of common stock $ (0.35 ) $ (0.35 ) $ 0.24 $ 0.24 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. As of December 31, 2023 and 2022, the Company reported warrants issued at the consummation of the Public Offering at their fair value. 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 (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash Warrants The Company accounts for the 23,200,000 warrants issued in connection with the Public Offering and Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured non-current to re-evaluation Working Capital Loan Conversion Option One of the Company’s working capital loans was entered into on December 28, 2022, whereby the Sponsor agreed to loan the Company $2,300,000. At the option of the Sponsor, up to $1,500,000 of the Convertible Note may be converted into warrants of the Company at a price of $1.00 per warrant (1,500,000 warrants) with each Warrant exercisable for one share of Class A common stock, $0.0001 par value per share (“Convertible Note” or “Working Capital Loan”). The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of December 31, 2023 and 2022, there was $2,300,000 outstanding under the Working Capital Loan. This amount is included on the balance sheet as Working Capital loan. The Working Capital Loan Conversion Option qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value. As of December 31, 2023 and 2022, the value of the Working Capital Loan Conversion Option was $0. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 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 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 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 In December 2023, the FASB issued ASU 2023-09, 2023-09), 2023-09 2023-09 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Common Stock Subject to Redempt
Common Stock Subject to Redemption | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure of Common Stock Subject to Redemption [Abstract] | |
Common Stock Subject to Redemption | Note 3 — Common Stock Subject to Redemption All of the Class A common stock contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital As of December 31, 2023 and 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: Class A common stock subject to possible redemption Shares Amount January 1, 2022 23,000,000 $ 234,600,000 Plus: Accretion to redemption value from earnings 2,385,445 Accretion to redemption value from additional funding 2,300,000 December 31, 2022 23,000,000 239,285,445 Less: Redemptions 17,404,506 (182,460,109 ) Plus: Accretion of carrying value to redemption value 3,482,534 Accretion to redemption value from additional funding 1,600,000 December 31, 2023 5,595,494 $ 61,907,870 Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s 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 its 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 the Class A common stock during the 20 trading day period starting on the trading day after the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of Public 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 Public Warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Public Warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying the Company’s obligations described below with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue a share of Class A common stock upon exercise of a Public Warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of such Public Warrant. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Public Warrant. In the event that a registration statement is not effective for the exercised Public Warrants, the purchaser of a Unit containing such Public Warrant will have paid the full purchase price for the Unit solely for the share of Class A common stock underlying such Unit. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants and to maintain a current prospectus relating to those shares of Class A common stock until the Public Warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A common stock issuable upon exercise of the Public Warrants is not effective by the 60th business day after the closing of the initial Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of 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 Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Public Warrants for Cash 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 not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant for any 20 trading days within a 30-trading day three 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 Public Warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by the Company, they may exercise their redemption right even if they are unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On June 7, 2021, the Sponsor paid $25,000 of deferred offering costs on behalf of the Company in exchange for 5,750,000 shares of the Company’s Class B common stock (the “Founder Shares”). The initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; or (2) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction after the initial Business Combination that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements the Sponsor with respect to any Founder Shares (the “Lock-up”). Notwithstanding any 30-trading day the lock-up. Promissory Note — Related Party In May 2023 the Company formalized a promissory note with the Sponsor. As of December 31, 2023, the Company had borrowed $3,855,985 under the promissory note (“Note”). The Note does not bear interest and matures upon closing of the Company’s Business Combination. In the event that the Company does not complete a Business Combination, the Note will be repaid only from funds held outside of the Trust Account established in connection with the Company’s IPO, or will be forfeited, eliminated or otherwise forgiven. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. Working Capital Loans On December 28, 2022, the Company issued the Convertible Note in the principal amount of $2,300,000. The Convertible Note is non-interest and reported on the balance sheet as Working Capital loan. Administrative Service Fee The Company has entered into an administrative services agreement pursuant to which the Company will pay of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of the Company’s management team. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2023, the Company incurred and accrued $120,000 in administrative service fees, respectively, of which were included in due to related party. For the year ended December 31, 2022, the Company incurred and accrued $120,000 and $667 administrative service fee, respectively. |
Recurring Fair Value Measuremen
Recurring Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Recurring Fair Value Measurements | Note 5 — Recurring Fair Value Measurements Cash and Investment Held in Trust Account At December 31, 2023, the Trust Account included a demand deposit account and at December 31, 2022 investments were substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). The Company reports this fund at fair market value. Warrants Under the guidance in ASC815-40 re-measurement re-measurement, The Company’s warrant liability for the Public Warrants 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 liability is classified within Level 1 of the fair value hierarchy. The terms and conditions of the Company’s Private Placement Warrants are substantially the same as the Company’s Public Warrants. As such, they are economically equivalent and the Company’s warrant liability for the Private Placement Warrants and is based on the price of the Company’s Public Warrants. The fair value of the Private Placement Warrants liability is classified within Level 2 of the fair value hierarchy at December 31, 2023 and 2022. Working Capital Loan Conversion Option The Company’s Convertible Promissory Note contains an embedded option whereby up to $1,500,000 of the Convertible Note may be converted into the Company’s warrants. The embedded Working Capital Loan Conversion Option is accounted for as a liability in accordance with ACS815-40 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 Assets: Cash held in Trust Account $ 62,606,718 $ — $ — Liabilities Working Capital Loan Conversion Option $ — $ — $ — Public Warrants 115,000 — — Private Placement Warrants — 117,000 — $115,000 $117,000 $— December 31, 2022 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 239,365,794 $ — $ — Liabilities Working Capital Loan Conversion Option $ — $ — $ — Public Warrants 460,000 — — Private Placement Warrants — 468,000 — $ 460,000 $ 468,000 $ — |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the Public Offering and the shares of Class A common stock underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them pursuant to a registration rights agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The underwriters are entitled to a deferred underwriting discount of 3.5% or $8,050,000 of the gross proceeds of the Public Offering held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Deficit | Note 7 — Stockholders’ Deficit Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding. Class A Common Stock The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of December 31, 2023 and 2022, there were no shares issued or outstanding excluding 5,595,494 and 23,000,000 shares of Class A common stock issued or outstanding that are subject to possible redemption, respectively. Class B Common Stock The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of December 31, 2023 and 2022, there were 5,750,000 shares of Class B common stock issued and outstanding. The shares of Class B common stock will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one as-converted one-for-one |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 — Income Taxes The Company’s net deferred tax assets for the year ended December 31, 2023 and 2022, follows: December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ — $ — Startup costs 496,505 320,609 Total deferred tax assets 496,505 320,609 Valuation allowance (496,505 ) (320,609 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2023 and 2022, consists of the following: December 31, 2023 2022 Federal Current $ 936,959 $ 646,912 Deferred (175,895 ) (320,609 ) State Current $ — $ — Deferred — — Change in valuation allowance 175,895 320,609 Income tax provision $ 936,959 $ 646,912 As of December 31, 2023 and 2022, the Company had no U.S. federal net operating loss carryovers available to offset future taxable income. The federal net operating loss can be carried forward indefinitely. As of December 31, 2023 and 2022, the Company did not have any state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023, the change in the valuation allowance was $175,895. For the year ended December 31, 2022, the change in the valuation allowance was $320,609. A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2023 and 2022, follows: December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrants (21.9 )% (18.3 )% Business combination expenses 115.0 0.0 % Change in valuation allowance 26.4 % 2.6 % Income tax provision 140.5 % 5.3 % The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, other than noted below. On March 2 8 the Company’s stockholders voted to amend the Company’s Charter to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination (the “Charter Extension”) from March 28, 2024 to April 28, 2024 and to allow the Company, without another stockholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis up to eleven times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors (the “Board”), if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until March 28, 2025 (each, an “Additional Charter Extension Date”) or a total of up to twelve months after the Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”). For each monthly extension of the Charter Extension Date the Company will deposit into the Trust Account. In connection with the Company’s stockholders’ vote on March 28, 2024, the holders of 2,722,283 Class A common stock of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $11.16 per share, for an aggregate redemption amount of $32,066,629.79. After the satisfaction of such redemptions, the balance in the Company’s Trust Account was approximately $30,382,189.52 (including interest not previously released to the Company but net of expected franchise and income taxes payable). In the period from January 2024 to March 2024 an aggregate of $480,000 was deposited in the Trust Account, extending the Combination Period to April 28, 2024. On March 29, 2024, the Sponsor converted an aggregate of 5,749,000 shares of Class B common stock into shares of Class A common stock on a one-for-one basis On April 1, 2024, the Company issued an unsecured promissory note (the “Fourth Note”) in the principal amount of to the Sponsor. The Fourth Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not complete an initial business combination, the Fourth Note will be repaid only from funds held outside of the Trust Account, or will be forfeited, eliminated or otherwise forgiven. The Fourth Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Fourth Note becoming immediately due and payable. As discussed in Note 1, the Company entered into a Business Combination Agreement on January 17, 2024. The transactions contemplated by the proposed BCA were unanimously approved by the board of directors of the Company on January 17, 2024. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). |
Use of Estimates | Use of Estimates The preparation of the 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 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 statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $467,309 and $1,151,319 in cash and did not have any cash equivalents as of December 31, 2023 or December 31, 2022. |
Cash and Investments Held in Trust Account | Cash and Investments Held in Trust Account At December 31, 2023, the Trust Account included a demand deposit account and at December 31, 2022 investments were substantially held in a money market fund characterized as Level 1 investments within the fair value hierarchy under ASC 820 (as defined below). |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash accounts in financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. At December 31, 2023 and 2022, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As discussed in Note 3, all of the Class A common stock contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s Charter. In accordance with ASC480-10-S99, conditionally redeemable Class A common stock (including shares of Class A common stock 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. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, on December 31, 2023 and 2022 , shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($11.06 and $10.40 per share at December 31, 2023 and 2022, respectively) at the end of each reporting period. Such changes are reflected in additional paid-in capital, |
Net (Loss) Income Per Share of Common Stock | Net (Loss) Income Per Share of Common Stock The Company has two classes of common stock, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of common stock. The 23,200,000 potential common stock for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share of common stock for the year ended December 31, 2023 and 2022, because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net (loss) income per share of common stock is the same as basic net (loss) income per share of common stock for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of common stock for each class of common stock. For the Year Ended December 31, 2023 2022 Net (loss) income $ (269,906 ) $ 11,578,910 Accretion of temporary equity to redemption value (5,082,534 ) (4,685,445 ) Net (loss) income including accretion of temporary equity to redemption value $ (5,352,440 ) $ 6,893,465 For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share of common stock: Numerator: Allocation of net (loss) income including accretion of temporary equity $ (3,328,715 ) $ (2,023,725 ) $ 5,514,772 $ 1,378,693 Denominator: Weighted-average shares outstanding 9,457,864 5,750,000 23,000,000 5,750,000 Basic and diluted net (loss) income per share of common stock $ (0.35 ) $ (0.35 ) $ 0.24 $ 0.24 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, other than the warrant liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. As of December 31, 2023 and 2022, the Company reported warrants issued at the consummation of the Public Offering at their fair value. |
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 (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Derivative 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”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued non-current net-cash |
Warrants | Warrants The Company accounts for the 23,200,000 warrants issued in connection with the Public Offering and Private Placement Warrants in accordance with the guidance contained in FASB ASC 815 “Derivatives and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instruments as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability will be re-measured non-current to re-evaluation |
Working Capital Loan Conversion Option | Working Capital Loan Conversion Option One of the Company’s working capital loans was entered into on December 28, 2022, whereby the Sponsor agreed to loan the Company $2,300,000. At the option of the Sponsor, up to $1,500,000 of the Convertible Note may be converted into warrants of the Company at a price of $1.00 per warrant (1,500,000 warrants) with each Warrant exercisable for one share of Class A common stock, $0.0001 par value per share (“Convertible Note” or “Working Capital Loan”). The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period. As of December 31, 2023 and 2022, there was $2,300,000 outstanding under the Working Capital Loan. This amount is included on the balance sheet as Working Capital loan. The Working Capital Loan Conversion Option qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value. As of December 31, 2023 and 2022, the value of the Working Capital Loan Conversion Option was $0. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 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 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 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, 470-20) 815-40): 2020-06”), 2020-06 2020-06 In December 2023, the FASB issued ASU 2023-09, 2023-09), 2023-09 2023-09 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | For the Year Ended December 31, 2023 2022 Net (loss) income $ (269,906 ) $ 11,578,910 Accretion of temporary equity to redemption value (5,082,534 ) (4,685,445 ) Net (loss) income including accretion of temporary equity to redemption value $ (5,352,440 ) $ 6,893,465 For the Year Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per share of common stock: Numerator: Allocation of net (loss) income including accretion of temporary equity $ (3,328,715 ) $ (2,023,725 ) $ 5,514,772 $ 1,378,693 Denominator: Weighted-average shares outstanding 9,457,864 5,750,000 23,000,000 5,750,000 Basic and diluted net (loss) income per share of common stock $ (0.35 ) $ (0.35 ) $ 0.24 $ 0.24 |
Common Stock Subject to Redem_2
Common Stock Subject to Redemption (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet | As of December 31, 2023 and 2022, the Class A common stock reflected on the balance sheets are reconciled in the following table: Class A common stock subject to possible redemption Shares Amount January 1, 2022 23,000,000 $ 234,600,000 Plus: Accretion to redemption value from earnings 2,385,445 Accretion to redemption value from additional funding 2,300,000 December 31, 2022 23,000,000 239,285,445 Less: Redemptions 17,404,506 (182,460,109 ) Plus: Accretion of carrying value to redemption value 3,482,534 Accretion to redemption value from additional funding 1,600,000 December 31, 2023 5,595,494 $ 61,907,870 |
Recurring Fair Value Measurem_2
Recurring Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements, Recurring and Nonrecurring | 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 Assets: Cash held in Trust Account $ 62,606,718 $ — $ — Liabilities Working Capital Loan Conversion Option $ — $ — $ — Public Warrants 115,000 — — Private Placement Warrants — 117,000 — $115,000 $117,000 $— December 31, 2022 Level 1 Level 2 Level 3 Assets: Investments held in Trust Account $ 239,365,794 $ — $ — Liabilities Working Capital Loan Conversion Option $ — $ — $ — Public Warrants 460,000 — — Private Placement Warrants — 468,000 — $ 460,000 $ 468,000 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Company's Net Deferred Tax Assets | The Company’s net deferred tax assets for the year ended December 31, 2023 and 2022, follows: December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ — $ — Startup costs 496,505 320,609 Total deferred tax assets 496,505 320,609 Valuation allowance (496,505 ) (320,609 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Income Tax Provision | The income tax provision for the year ended December 31, 2023 and 2022, consists of the following: December 31, 2023 2022 Federal Current $ 936,959 $ 646,912 Deferred (175,895 ) (320,609 ) State Current $ — $ — Deferred — — Change in valuation allowance 175,895 320,609 Income tax provision $ 936,959 $ 646,912 |
Schedule of Reconciliation of the Effective Tax Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2023 and 2022, follows: December 31, 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Change in fair value of warrants (21.9 )% (18.3 )% Business combination expenses 115.0 0.0 % Change in valuation allowance 26.4 % 2.6 % Income tax provision 140.5 % 5.3 % |
Organization, Business Operat_2
Organization, Business Operations - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 28, 2025 USD ($) | Mar. 29, 2024 USD ($) | Mar. 28, 2024 USD ($) $ / shares shares | Jan. 24, 2024 USD ($) | Jan. 17, 2024 USD ($) shares $ / shares | Mar. 24, 2023 USD ($) $ / shares shares | Sep. 28, 2021 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 16, 2022 | |
Per share value of restricted assets | $ / shares | $ 10.2 | ||||||||||
Term of restricted investments | 180 days | ||||||||||
Period within which Business combination shall be completed from the closing of initial public offer | 18 months | ||||||||||
Period of extension in business combination completion period | 3 months | ||||||||||
Cash | $ 467,309 | ||||||||||
Net working capital | 10,679,799 | ||||||||||
Deposit to trust account for each monthly extension of the charter extension date | $ 160,000 | 1,600,000 | |||||||||
Number of stock bought back by the entity at the exercise price or redemption price | shares | 2,722,283 | 17,404,506 | |||||||||
Share redemption price | $ / shares | $ 11.16 | $ 10.48 | |||||||||
Equity impact of the value of stock bought back by the entity at the exercise price or redemption price | $ 32,066,629.79 | $ 182,460,109 | |||||||||
Asset held in trust account, noncurrent | $ 30,382,189.52 | $ 58,660,352 | 62,606,718 | $ 239,365,794 | |||||||
Excise tax liability incurred in connection with share redemption during the period but not paid | 1,829,791 | $ 0 | |||||||||
Upto August 28, 2023 [Member] | |||||||||||
Commitment to deposit additional amount in the trust account | 160,000 | ||||||||||
Foreign Tax Authority [Member] | |||||||||||
Excise Tax Rate | 1% | ||||||||||
Working Capital Loans [Member] | |||||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 1,500,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1 | ||||||||||
Sponsor [Member] | Promissory Notes And Working Capital Loans [Member] | |||||||||||
Debt instrument, face amount | $ 6,155,985 | ||||||||||
Minimum [Member] | |||||||||||
Prospective assets of acquiree as a percentage of fair value of assets in the trust account | 80% | ||||||||||
Minimum [Member] | Business Combination [Member] | |||||||||||
Equity method investment, Ownership percentage | 50% | ||||||||||
Private Placement Warrants [Member] | |||||||||||
Lock in period | 30 days | ||||||||||
Common Class A [Member] | |||||||||||
Entity incorporation, Date of incorporation | Mar. 09, 2021 | ||||||||||
Temporary equity, Par or stated value per share | $ / shares | $ 0.0001 | ||||||||||
Proceeds from Initial Public Offering, net of costs | $ 230,000,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Common Stock, Shares, Issued | shares | 0 | 0 | |||||||||
Common Class B [Member] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Common Stock, Shares, Issued | shares | 5,750,000 | 5,750,000 | |||||||||
Warrant [Member] | |||||||||||
Description of warrant issued | less than five (5) warrants are held | ||||||||||
Public Share [Member] | |||||||||||
Percentage of public shares to be redeemed in case business combination is not consummated | 100% | ||||||||||
Liquidation basis of accounting, Accrued costs to dispose of assets and liabilities | $ 100,000 | ||||||||||
Share price | $ / shares | $ 10.2 | ||||||||||
Temporary equity, Liquidation preference per share | $ / shares | $ 10.2 | ||||||||||
IPO [Member] | |||||||||||
Cash deposited in restricted assets for extending business combination completion period, Amount | $ 2,300,000 | ||||||||||
Cash deposited in restricted assets for extending business combination completion period, Per share value | $ / shares | $ 0.1 | ||||||||||
IPO [Member] | Common Class A [Member] | |||||||||||
Temporary equity, Par or stated value per share | $ / shares | $ 23,000,000 | ||||||||||
Shares issued, Price per share | $ / shares | $ 10 | ||||||||||
IPO [Member] | Warrant [Member] | Common Class A [Member] | |||||||||||
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 | $ 11.5 | ||||||||||
Private Placement [Member] | Sponsor [Member] | Support Agreement. [Member] | |||||||||||
Number of warrants to be made available | shares | 9,950,000 | ||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | |||||||||||
Payments for underwriting expense | $ 0 | ||||||||||
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||||||||
Class of warrant or right issued during period, Warrants | shares | 11,700,000 | ||||||||||
Class of warrant or right issued during period, Warrants, Price per warrant | shares | 1 | ||||||||||
Proceeds from Private Placement Warrants | $ 11,700,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Cash deposited in restricted assets for extending business combination completion period, Amount | $ 90,000 | $ 480,000 | |||||||||
Reorganization Value | $ 150,000,000 | ||||||||||
Last date by which business combination shall be consummated after extension | Jun. 28, 2024 | ||||||||||
Subsequent Event [Member] | DSAQ [Member] | Investor Subscription Agreement [Member] | |||||||||||
Preferred stock shares subscribed but not issued | shares | 700,000 | ||||||||||
Sale of stock issue price per share | $ / shares | $ 10 | ||||||||||
Preferred stock shares subscribed but unissued value | $ 7,000,000 | ||||||||||
Subsequent Event [Member] | Pubco [Member] | Quick Response Service Provider [Member] | |||||||||||
Preferred stock shares subscribed but not issued | shares | 300,000 | ||||||||||
Sale of stock issue price per share | $ / shares | $ 10 | ||||||||||
Preferred stock shares subscribed but unissued value | $ 3,000,000 | ||||||||||
Subsequent Event [Member] | Pubco [Member] | Convertible Debt Tranche One Two And Three. [Member] | |||||||||||
Debt instrument, face amount | 3,000,000 | ||||||||||
Debt conversion original debt interest rate of debt | 10% | ||||||||||
Convertible debt amount to be used for working capital purposes | 750,000 | ||||||||||
Subsequent Event [Member] | Pubco [Member] | Convertible Debt Tranche One [Member] | |||||||||||
Debt instrument, face amount | $ 1,000,000 | ||||||||||
Debt instrument number of shares issuable on conversion | shares | 100,000 | ||||||||||
Subsequent Event [Member] | Pubco [Member] | Convertible Debt Tranche One And Two [Member] | |||||||||||
Debt instrument, face amount | $ 2,000,000 | ||||||||||
Subsequent Event [Member] | Common Class A [Member] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||
Subsequent Event [Member] | Common Class A [Member] | DSAQ [Member] | |||||||||||
Beneficial ownership minimum requirement to consummate business combination | shares | 955,100 | ||||||||||
Subsequent Event [Member] | Common Class A [Member] | Contingent Value Rights One [Member] | Pubco [Member] | |||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 1 | ||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 2,000,000 | ||||||||||
Maximum revenue for shares to be issued | $ 50,000,000 | ||||||||||
Subsequent Event [Member] | Common Class A [Member] | Contingent Value Rights Two [Member] | Pubco [Member] | |||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 1 | ||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 2,000,000 | ||||||||||
Maximum revenue for shares to be issued | 142,000,000 | ||||||||||
Subsequent Event [Member] | Common Class A [Member] | Contingent Value Rights Three [Member] | Pubco [Member] | |||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 1 | ||||||||||
Class of warrants or rights number of shares covered by each warrant or right | shares | 2,000,000 | ||||||||||
Maximum revenue for shares to be issued | $ 263,000,000 | ||||||||||
Subsequent Event [Member] | Common Class B [Member] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||||||
Subsequent Event [Member] | Preferred Stock And Common Stock [Member] | DSAQ And Pubco [Member] | |||||||||||
Minimum additional subscriptions | $ 12,000,000 | ||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||
Debt Instrument onvertible ConversionRatio1 | 0.2 | ||||||||||
Common Stock, Shares, Issued | shares | 0 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |||
Dec. 28, 2022 USD ($) $ / Warrants $ / shares shares | Sep. 28, 2021 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Cash equivalents at carrying value | $ 467,309 | $ 1,151,319 | ||
Cash, FDIC insured amount | 250,000 | 250,000 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits, Income tax penalties and interest accrued | 0 | 0 | ||
Fair value adjustments of warrants | (696,000) | (10,672,000) | ||
Public Warrant [Member] | ||||
Fair value adjustments of warrants | 928,000 | |||
Private Warrant [Member] | ||||
Fair value adjustments of warrants | 232,000 | |||
Ipo And Private Placement [Member] | Warrant [Member] | ||||
Class of warrant or right issued during period, Warrants | shares | 23,200,000 | |||
Working Capital Loan Conversion Option [Member] | ||||
Derivative liability | $ 0 | |||
Sponsor [Member] | Convertible Promissory Note [Member] | ||||
Debt instrument, convertible, number of warrants | $ / Warrants | 1,500,000 | |||
Number of common stock into which each warrant or right to be converted | shares | 1 | |||
Debt instrument, face amount | $ 2,300,000 | |||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | |||
Debt instrument, convertible, conversion price | $ / shares | $ 1 | $ 1 | ||
Common stock, par value | $ / shares | $ 0.0001 | |||
Notes payable, related parties | $ 2,300,000 | $ 2,300,000 | ||
Common Class A [Member] | ||||
Temporary equity, Shares outstanding | shares | 5,595,494 | 23,000,000 | ||
Temporary equity, Redemption price per share | $ / shares | $ 11.06 | $ 10.4 | ||
Antidilutive securities excluded from computation of earnings per share, Amount | shares | 23,200,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule Of Earnings Per Share Basic And Diluted (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net (loss) income | $ (269,906) | $ 11,578,910 |
Accretion of carrying value to redemption value | (5,082,534) | (4,685,445) |
Net (loss) income including accretion of temporary equity to redemption value | (5,352,440) | 6,893,465 |
Common Class A [Member] | ||
Numerator: | ||
Net (loss) income | $ (3,328,715) | $ 5,514,772 |
Denominator | ||
Weighted average shares outstanding, Basic | 9,457,864 | 23,000,000 |
Weighted average shares outstanding, Diluted | 9,457,864 | 23,000,000 |
Net (loss) income per share, Basic | $ (0.35) | $ 0.24 |
Net (loss) income per share, Diluted | $ (0.35) | $ 0.24 |
Common Class B [Member] | ||
Numerator: | ||
Net (loss) income | $ (2,023,725) | $ 1,378,693 |
Denominator | ||
Weighted average shares outstanding, Basic | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, Diluted | 5,750,000 | 5,750,000 |
Net (loss) income per share, Basic | $ (0.35) | $ 0.24 |
Net (loss) income per share, Diluted | $ (0.35) | $ 0.24 |
Common Stock Subject to Redem_3
Common Stock Subject to Redemption - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of days after consummation of business combination within which the filing shall be done | 15 days |
Number of days after the consummation of Business Combination within which securities registration shall be effective | 60 days |
Number of days determining share price | 3 days |
Public Warrants [Member] | |
Class of warrants, Exercise price adjustment percentage | 60% |
Warrants and rights, Outstanding term | 5 years |
Class of warrants or rights, Redemption price per warrant | shares | 0.01 |
Minimum notice period | 30 days |
Common Class A [Member] | Share Price Less Than Nine Point Twenty USD [Member] | |
Share price | $ 9.2 |
Common Class A [Member] | Share Price Eighteen USD [Member] | Redemption Price Trigger [Member] | |
Share price | 18 |
Common Class A [Member] | Share Price Equals Or Exceeds Eighteen USD [Member] | |
Share price | $ 18 |
Number of trading days determining share price | 20 days |
Number of consecutive trading days determining share price | 30 days |
Common Class A [Member] | Public Warrants [Member] | |
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 | $ 11.5 |
Number of days determining volume weighted average trading price per share | 20 days |
Common Class A [Member] | Public Warrants [Member] | Share Price Less Than Nine Point Twenty USD [Member] | |
Volume weighted average trading price per share | $ 9.2 |
Class of warrants, Exercise price adjustment percentage | 115% |
Common Class A [Member] | Public Warrants [Member] | Share Price Eighteen USD [Member] | Redemption Price Trigger [Member] | |
Class of warrants, Exercise price adjustment percentage | 180% |
Common Stock Subject to Redem_4
Common Stock Subject to Redemption - Summary of Reconciliation of Common Stock Reflected in the Balance Sheet (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Line Items] | |||
Accretion of carrying value to redemption value | $ 5,082,534 | $ 4,685,445 | |
Contingently redeemable common stock | $ 61,907,870 | $ 239,285,445 | |
Common Stock [Member] | |||
Schedule of Reconciliation of Common Stock Reflected in the Balance Sheet [Line Items] | |||
Temporary equity, Shares outstanding | 5,595,494 | 23,000,000 | 23,000,000 |
Accretion of carrying value to redemption value | $ 3,482,534 | ||
Accretion to redemption value from earnings | $ 2,385,445 | ||
Accretion to redemption value from additional funding | $ 1,600,000 | 2,300,000 | |
Redemptions | 17,404,506 | ||
Redemptions | $ (182,460,109) | ||
Contingently redeemable common stock | $ 61,907,870 | $ 239,285,445 | $ 234,600,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jun. 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 28, 2022 | |
Proceeds from related party debt | $ 3,855,985 | $ 0 | ||
Sponsor [Member] | Commercial Paper [Member] | ||||
Proceeds from related party debt | $ 3,855,985 | |||
Sponsor [Member] | Convertible Promissory Note [Member] | ||||
Debt instrument, face amount | $ 2,300,000 | |||
Debt instrument, convertible, carrying amount of equity component | $ 1,500,000 | |||
Debt instrument, Convertible, Conversion price | $ 1 | $ 1 | ||
Notes payable, related parties | $ 2,300,000 | 2,300,000 | ||
Common stock, par value | $ 0.0001 | |||
Administration And Support Services [Member] | ||||
Accrued related party costs | 120,000 | $ 667 | ||
Administration And Support Services [Member] | Affiliate Of The Sponsor [Member] | ||||
Related party transaction, Amounts of transaction | $ 10,000 | |||
Common Class A [Member] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common Class A [Member] | Founder Shares Transfer Event [Member] | Share Price Equals Or Exceeds Twelve USD [Member] | ||||
Share price | $ 12 | |||
Number of trading days determining share price | 20 days | |||
Number of consecutive trading days determining share price | 30 days | |||
Threshold number of trading days determining share price | 150 days | |||
Common Class B [Member] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common Class B [Member] | Founder Shares [Member] | Sponsor [Member] | ||||
Stock issued during period, Value, Issued for services | $ 25,000 | |||
Stock issued during period, Shares, Issued for services | 5,750,000 |
Recurring Fair Value Measurem_3
Recurring Fair Value Measurements - Summary of Fair Value Measurements, Recurring and Nonrecurring (Detail) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability, Noncurrent | Derivative Liability, Noncurrent | |
Working Capital Loan Conversion Option [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative liability | $ 0 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Investments held in Trust Account | $ 239,365,794 | ||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative liability | $ 115,000 | 62,606,718 | 460,000 |
Fair Value, Inputs, Level 1 [Member] | Working Capital Loan Conversion Option [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative liability | 0 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative liability | $ 117,000 | 468,000 | |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative liability | 115,000 | 460,000 | |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities, Fair Value Disclosure [Abstract] | |||
Derivative liability | $ 117,000 | $ 468,000 |
Recurring Fair Value Measurem_4
Recurring Fair Value Measurements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Convertible Promissory Note [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Debt conversion, original debt, amount | $ 1,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Dec. 31, 2022 USD ($) Demands | Dec. 31, 2023 USD ($) |
Loss Contingencies [Line Items] | ||
Deferred compensation liability classified noncurrent | $ 8,050,000 | $ 8,050,000 |
Registration Rights Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Number of demands that can be made | Demands | 3 | |
Underwriting Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Percentage of deferred compensation liability classified noncurrent | 3.50% | |
Deferred compensation liability classified noncurrent | $ 8,050,000 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders Equity [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 380,000,000 | 380,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
Temporary Equity, Shares Issued | 5,595,494 | 23,000,000 |
Temporary Equity, Shares Outstanding | 5,595,494 | 23,000,000 |
Percentage Of Common Stock Outstanding | 20% | |
Common Class B [Member] | ||
Stockholders Equity [Line Items] | ||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 5,750,000 | 5,750,000 |
Common Stock, Shares, Outstanding | 5,750,000 | 5,750,000 |
Common Stock, Voting Rights | one |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Company's Net Deferred Tax Assets (Detail) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating loss carryforward | $ 0 | $ 0 |
Startup costs | 496,505 | 320,609 |
Total deferred tax assets | 496,505 | 320,609 |
Valuation allowance | (496,505) | (320,609) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current | $ 936,959 | $ 646,912 |
Deferred | (175,895) | (320,609) |
State | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 175,895 | 320,609 |
Income tax provision | $ 936,959 | $ 646,912 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Effective Tax Rate (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Change in fair value of warrants | (21.90%) | (18.30%) |
Business combination expenses | $ 115 | $ 0 |
Change in valuation allowance | 26.40% | 2.60% |
Income tax provision | 140.50% | 5.30% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Change in valuation allowance | $ 175,895 | $ 320,609 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 3 Months Ended | ||||||
Mar. 28, 2025 USD ($) | Mar. 29, 2024 USD ($) shares | Mar. 28, 2024 USD ($) $ / shares shares | Mar. 24, 2023 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Subsequent Event [Line Items] | |||||||
Number of stock bought back by the entity at the exercise price or redemption price | shares | 2,722,283 | 17,404,506 | |||||
Share redemption price | $ / shares | $ 11.16 | $ 10.48 | |||||
Equity impact of the value of stock bought back by the entity at the exercise price or redemption price | $ 32,066,629.79 | $ 182,460,109 | |||||
Asset held in trust account, noncurrent | $ 30,382,189.52 | $ 58,660,352 | $ 62,606,718 | $ 239,365,794 | |||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payment to acquire restricted investments | $ 1,580,000 | ||||||
Cash deposited in restricted assets for extending business combination completion period, Amount | $ 90,000 | $ 480,000 | |||||
Subsequent Event [Member] | Sponsor [Member] | Common Class A [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Conversion of stock, shares converted | shares | 5,749,000 | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 1 |