Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 09, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | FTAC EMERALD ACQUISITION CORP. | |
Entity Central Index Key | 0001889123 | |
Entity File Number | 001-41168 | |
Entity Tax Identification Number | 86-2170416 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
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 Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 2929 Arch Street | |
Entity Address, Address Line Two | Suite 1703 | |
Entity Address, City or Town | Philadelphia | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19104 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (215) | |
Local Phone Number | 701-9555 | |
Class A common stock, par value $0.0001 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | EMLD | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of Class A common stock | |
Trading Symbol | EMLDW | |
Security Exchange Name | NASDAQ | |
Units, each consisting of one share of Class A common stock and one- half of one redeemable warrant | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock and one- half of one redeemable warrant | |
Trading Symbol | EMLDU | |
Security Exchange Name | NASDAQ | |
Class A Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,349,106 | |
Class B Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 109,206 | $ 29,844 |
Prepaid expenses | 135,635 | 192,712 |
Prepaid income taxes | 5,476 | 83,503 |
Total current assets | 250,317 | 306,059 |
Investments held in Trust Account | 51,511,443 | 165,653,149 |
Total assets | 51,761,760 | 165,959,208 |
Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit Current liabilities: | ||
Accounts payable and accrued expenses | 40,693 | 114,659 |
Excise tax payable | 2,122,813 | 967,916 |
Promissory note, net of discount | 310,489 | |
Total current liabilities | 5,615,446 | 3,394,026 |
Deferred advisory fee | 1,155,000 | 1,155,000 |
Total liabilities | 6,770,446 | 4,549,026 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption, $0.0001 par value; 4,757,884 and 15,630,150 issued and outstanding shares at a redemption value of $10.82 and $10.60 per share as of June 30, 2024 and December 31, 2023, respectively | 51,478,519 | 165,721,882 |
Stockholders’ Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2024 and December 31, 2023 | ||
Additional paid-in capital | 7,011,457 | 6,984,216 |
Accumulated deficit | (13,499,621) | (11,296,875) |
Total stockholders’ deficit | (6,487,205) | (4,311,700) |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit | 51,761,760 | 165,959,208 |
Related Party | ||
Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit Current liabilities: | ||
Due to related party | 466,451 | 286,451 |
Related party loans | 2,675,000 | 2,025,000 |
Class A Common Stock | ||
Liabilities, Common Stock Subject to Possible Redemption and Stockholders’ Deficit Current liabilities: | ||
Class A common stock subject to possible redemption, $0.0001 par value; 4,757,884 and 15,630,150 issued and outstanding shares at a redemption value of $10.82 and $10.60 per share as of June 30, 2024 and December 31, 2023, respectively | 51,478,519 | 165,721,882 |
Stockholders’ Deficit | ||
Common stock value | 959 | 959 |
Class B Common Stock | ||
Stockholders’ Deficit | ||
Common stock value |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Subject to possible redemption, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Subject to possible redemption, shares issued | 4,757,884 | 15,630,150 |
Subject to possible redemption, shares outstanding | 4,757,884 | 15,630,150 |
Redemption value per share (in Dollars per share) | $ 10.82 | $ 10.6 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 42,000,000 | 42,000,000 |
Common stock, shares issued | 9,591,222 | 9,591,222 |
Common stock, shares outstanding | 9,591,222 | 9,591,222 |
Class B Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
General and administrative expenses | $ 626,004 | $ 694,546 | $ 1,352,759 | $ 1,567,443 |
Loss from operations | (626,004) | (694,546) | (1,352,759) | (1,567,443) |
Other income (expense): | ||||
Interest income earned on investments held in Trust Account | 664,259 | 3,052,686 | 1,684,947 | 5,749,212 |
Interest expense | (126,620) | (195,185) | ||
Non-redemption agreement expense | (838,825) | |||
Total other income, net | 537,639 | 3,052,686 | 650,937 | 5,749,212 |
(Loss) Income before provision for income taxes | (88,365) | 2,358,140 | (701,822) | 4,181,769 |
Provision for income taxes | (135,442) | (630,565) | (346,027) | (1,186,335) |
Net income (loss) | $ (223,807) | $ 1,727,575 | $ (1,047,849) | $ 2,995,434 |
Class A Common Stock | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in Shares) | 14,349,106 | 25,845,423 | 15,603,598 | 25,845,423 |
Basic net income (loss) per common stock (in Dollars per share) | $ (0.02) | $ 0.05 | $ (0.07) | $ 0.09 |
Class B Common Stock | ||||
Other income (expense): | ||||
Basic weighted average shares outstanding (in Shares) | 8,615,141 | 8,615,141 | ||
Basic net income (loss) per common stock (in Dollars per share) | $ 0.05 | $ 0.09 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A Common Stock | ||||
Diluted weighted average shares outstanding | 14,349,106 | 25,845,423 | 15,603,598 | 25,845,423 |
Diluted net income (loss) per common stock | $ (0.02) | $ 0.05 | $ (0.07) | $ 0.09 |
Class B Common Stock | ||||
Diluted weighted average shares outstanding | 8,615,141 | 8,615,141 | ||
Diluted net income (loss) per common stock | $ 0.05 | $ 0.09 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Common Stock Class A | Common Stock Class B | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 98 | $ 861 | $ (8,501,776) | $ (8,500,817) | |
Balance (in Shares) at Dec. 31, 2022 | 976,081 | 8,615,141 | |||
Accretion of common stock subject to possible redemption | (2,048,355) | (2,048,355) | |||
Net (loss) income | 1,267,859 | 1,267,859 | |||
Balance at Mar. 31, 2023 | $ 98 | $ 861 | (9,282,272) | (9,281,313) | |
Balance (in Shares) at Mar. 31, 2023 | 976,081 | 8,615,141 | |||
Balance at Dec. 31, 2022 | $ 98 | $ 861 | (8,501,776) | (8,500,817) | |
Balance (in Shares) at Dec. 31, 2022 | 976,081 | 8,615,141 | |||
Net (loss) income | 2,995,434 | ||||
Balance at Jun. 30, 2023 | $ 98 | $ 861 | (9,926,818) | (9,925,859) | |
Balance (in Shares) at Jun. 30, 2023 | 976,081 | 8,615,141 | |||
Balance at Mar. 31, 2023 | $ 98 | $ 861 | (9,282,272) | (9,281,313) | |
Balance (in Shares) at Mar. 31, 2023 | 976,081 | 8,615,141 | |||
Accretion of common stock subject to possible redemption | (2,372,121) | (2,372,121) | |||
Net (loss) income | 1,727,575 | 1,727,575 | |||
Balance at Jun. 30, 2023 | $ 98 | $ 861 | (9,926,818) | (9,925,859) | |
Balance (in Shares) at Jun. 30, 2023 | 976,081 | 8,615,141 | |||
Balance at Dec. 31, 2023 | $ 959 | 6,984,216 | (11,296,875) | (4,311,700) | |
Balance (in Shares) at Dec. 31, 2023 | 9,591,222 | ||||
Accretion of common stock subject to possible redemption | (792,603) | (792,603) | |||
Contribution from the Sponsor | 838,825 | 838,825 | |||
Discount on note payable related to subscription shares | 276,625 | 276,625 | |||
Excise taxes on stock redemption | (1,154,897) | (1,154,897) | |||
Net (loss) income | (824,042) | (824,042) | |||
Balance at Mar. 31, 2024 | $ 959 | 7,307,063 | (13,275,814) | (5,967,792) | |
Balance (in Shares) at Mar. 31, 2024 | 9,591,222 | ||||
Balance at Dec. 31, 2023 | $ 959 | 6,984,216 | (11,296,875) | (4,311,700) | |
Balance (in Shares) at Dec. 31, 2023 | 9,591,222 | ||||
Net (loss) income | (1,047,849) | ||||
Balance at Jun. 30, 2024 | $ 959 | 7,011,457 | (13,499,621) | (6,487,205) | |
Balance (in Shares) at Jun. 30, 2024 | 9,591,222 | ||||
Balance at Mar. 31, 2024 | $ 959 | 7,307,063 | (13,275,814) | (5,967,792) | |
Balance (in Shares) at Mar. 31, 2024 | 9,591,222 | ||||
Accretion of common stock subject to possible redemption | (453,677) | (453,677) | |||
Discount on note payable related to subscription shares | 158,071 | 158,071 | |||
Net (loss) income | (223,807) | (223,807) | |||
Balance at Jun. 30, 2024 | $ 959 | $ 7,011,457 | $ (13,499,621) | $ (6,487,205) | |
Balance (in Shares) at Jun. 30, 2024 | 9,591,222 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (1,047,849) | $ 2,995,434 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest income earned on investments held in trust account | (1,684,947) | (5,749,212) |
Non-redemption agreement expense | 838,825 | |
Interest expense | 195,185 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 57,077 | 111,977 |
Prepaid income taxes | 78,027 | |
Due to related party | 180,000 | |
Accounts payable and accrued expenses | (73,966) | 70,085 |
Income tax payable | (330,665) | |
Net cash used in operating activities | (1,457,648) | (2,902,381) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account in connection with redemption | 115,489,643 | |
Cash withdrawn from Trust Account to pay franchise and income taxes | 337,010 | 1,700,526 |
Net cash provided by investing activities | 115,826,653 | 1,700,526 |
Cash Flows from Financing Activities: | ||
Proceeds from promissory note | 550,000 | |
Proceeds from related party loans | 650,000 | 1,275,000 |
Redemption of common stock | (115,489,643) | |
Net cash (used in) provided by financing activities | (114,289,643) | 1,275,000 |
Net Change in Cash | 79,362 | 73,145 |
Cash – Beginning of period | 29,844 | 72,753 |
Cash – End of period | 109,206 | 145,898 |
Supplemental disclosure of noncash investing and financing activities: | ||
Cash paid for income taxes | 268,000 | 1,517,000 |
Excise tax on stock redemption | $ 1,154,897 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2024 | |
Organization and Business Operations [Abstract] | |
ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS FTAC Emerald Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 19, 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 June 30, 2024, the Company had not commenced any operations. All activity for the period from February 19, 2021 (inception) through June 30, 2024 relates to the Company’s formation, the Public Offering (the “Public Offering” or “IPO”), and efforts in identifying a target to consummate an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Public Offering placed in the Trust Account. The Company’s Sponsors are Emerald ESG Sponsor, LLC, a Delaware limited liability company, and Emerald ESG Advisors, LLC, a Delaware limited liability company (collectively, the “Sponsor”). The registration statement for the Company’s Public Offering was declared effective on December 15, 2021 (the “Effective Date”). On December 20, 2021, the Company consummated its Public Offering of 22,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “public shares”) at $10.00 per Unit, which is discussed in Note 3, and the sale of 890,000 placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, which is discussed in Note 4 (“Private Placement”). The underwriter of the Company’s IPO subsequently provided notice of its election to partially exercise its over-allotment option, and the closing of the issuance and sale of the additional Units (the “Over-Allotment Option Units”) occurred on January 14, 2022. A total aggregate issuance by the Company of 2,869,342 Over-Allotment Option Units at a price of $10.00 per Over-Allotment Option Unit resulted in total gross proceeds of $28,693,420 to the Company. Simultaneously with the issuance and sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 86,081 Private Placement Units (the “Additional Private Placement Units”) at a price of $10.00 per Additional Private Placement Unit to the Sponsor, generating gross proceeds of $860,810. Transaction costs related to the IPO and over-allotment amounted to $14,181,568, consisting of $4,973,868 of underwriting commissions, $8,704,270 in deferred underwriting fees, and $503,430 of other offering costs. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete an initial 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 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. Following the closing of the Public Offering, the partial exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $251,180,354 ($10.10 per Unit) was initially placed in a Trust Account (“Trust Account”). The proceeds are invested only in U.S. government securities with a maturity of 185 days or less or 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. Except for any interest income released to the Company to pay franchise and income taxes and up to $100,000 of interest to pay dissolution expenses, none On September 19, 2023, the Company held a special meeting of its stockholders (the “Meeting”) at which the Company’s stockholders approved (A) an amendment (the “Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate its initial business combination from September 20, 2023 to January 19, 2024 (or such earlier date as determined by the Company’s Board of Directors); and (B) an amendment (the “Trust Amendment”) to the Company’s Investment Management Trust Agreement dated December 15, 2021, with Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”), to allow the trustee to liquidate the Trust Account established in connection with the IPO at such time as may be determined by the Company as set forth in the Charter Amendment. In connection with the Meeting the holders of 9,239,192 shares of redeemable Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.4762 per share, for an aggregate redemption amount of approximately $96,791,644. Following the redemptions, 15,630,150 shares of redeemable Class A common stock remained outstanding. Between September 7 and 15, 2023, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the Meeting. In exchange for the foregoing commitments not to redeem public shares, the Company has agreed to issue or cause to be issued an aggregate of 1,610,000 shares of Class A common stock at the time of the Company’s initial business combination (“Investor Shares”). On January 19, 2024, the Company held a special meeting of its stockholders (the “January Meeting”) at which the Company’s stockholders approved (A) an amendment (the “January Charter Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate its initial business combination from January 19, 2024 to December 20, 2024 (or such earlier date as determined by the Company’s Board of Directors); and (B) an amendment (the “January Trust Amendment”) to the Trust Agreement to allow the trustee to liquidate the Trust Account established in connection with the IPO at such time as may be determined by the Company as set forth in the January Charter Amendment. In connection with the January Meeting the holders of 10,872,266 shares of redeemable Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $10.6224 per share, for an aggregate redemption amount of approximately $115,489,643. Following the redemptions, 4,757,884 shares of redeemable Class A common stock remain outstanding. Between January 9 and 17, 2024, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the January Meeting. In exchange for the foregoing commitments not to redeem public shares, the Company has agreed to issue or cause to be issued an aggregate of 1,112,500 Investor Shares. In addition, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act (as defined below) upon a redemption of public shares, including in connection with the January Charter Amendment, an initial business combination or liquidation of the Company. On June 28, 2024, the Company’s securities were transferred to the Nasdaq Capital Market at the opening of business. Liquidity and Capital Resources As of June 30, 2024, the Company had $109,206 in cash and a working capital deficit of $5,365,129. Prior to the completion of the Company’s IPO, the Company’s liquidity needs had been satisfied through a capital contribution from the Sponsor of $25,000 and a loan to the Company of up to $300,000 by the Company’s Sponsor under an unsecured promissory note. The outstanding balance under the promissory note of $105,260 was repaid on December 27, 2021, and the promissory note was terminated. In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company expects to repay such loaned amounts out of the proceeds of the Trust Account released to it. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. As of June 30, 2024 and December 31, 2023, $2,675,000 and $2,025,000 of Working Capital Loans were outstanding, respectively. Subscription Agreement On January 3, 2024, the Company entered into a subscription agreement with Polar Multi-Strategy Master Fund (“Polar”), Emerald ESG Sponsor LLC (“ESG Sponsor”), Emerald ESG Advisors, LLC (“ESG Advisors”) and Emerald ESG Funding, LLC (“ESG Funding” and collectively with ESG Sponsor and ESG Advisors, the “Sponsors”), to cover working capital requirements of the Company and costs related to a possible extension of the Company’s trust liquidation date (the “Subscription Agreement”). Pursuant to the terms and subject to the conditions of the Subscription Agreement, Polar agreed to contribute up to $550,000 to ESG Funding (the “Capital Contribution”). An initial capital call of $350,000 took place within five (5) business days of the signing of the Subscription Agreement, and a second capital call of $200,000 took place on April 2, 2024. The Capital Contribution shall be repaid to Polar by ESG Funding upon the Company’s closing of an initial business combination (the “Closing”). In consideration of the Capital Contribution, the Company has agreed to issue, or to cause the surviving entity following the Closing (the “Surviving Company”) to issue, 1.0 share of common stock of the Surviving Company (“Common Stock”) for each dollar of the Capital Contribution funded as of or prior to the Closing, which shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies and shall be registered as part of any registration statement to be filed in connection with the Closing or, if no such registration statement is filed in connection with the Closing, pursuant to the first registration statement to be filed by the Company or the Surviving Company following the Closing. The Capital Contribution is non-interest bearing and shall be repaid by ESG Funding (upon receipt of funds from the Company) to, and at the election of, Polar (i) in Common Stock, at a rate of 1.0 share of Common Stock for each ten dollars ($10.00) of the Capital Contribution funded as of the Closing or (ii) in cash. If the Company liquidates without consummating an initial business combination, any amounts remaining in the Sponsors’ or the Company’s cash accounts, not including the Company’s Trust Account, following repayment of all liabilities and wind-down expenses, will be paid promptly to Polar, up to the amount of the Capital Contribution funded. Upon certain events of default under the Subscription Agreement, the Company shall issue to Polar 0.1 shares of Common Stock (“Default Shares”) for each dollar of the Capital Contribution funded as of the date of such default, and for each month thereafter until such default is cured, subject to certain limitations provided for therein. As of June 30, 2024 and December 31, 2023, $550,000 and $0 Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until December 20, 2024 to consummate a Business Combination. It is uncertain whether the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to consummate a Business Combination prior to December 20, 2024. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 20, 2024. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 26, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future periods. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the condensed 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 condensed financial statements and the reported amounts of expenses during the reporting periods. 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents As of June 30, 2024 and December 31, 2023, the Company had $109,206 and $29,844 in cash, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2024 and December 31, 2023. Investments Held in Trust Account As of June 30, 2024 and December 31, 2023, the Company had $51,511,443 and $165,653,149 in investments held in the Trust Account invested in BLF Treasury Trust Fund. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Net (Loss) Income Per Common Stock The Company historically had two classes of shares, 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 shares. The Company has not considered the effect of the warrants sold in the Public Offering and the Private Placement to purchase an aggregate of 12,922,712 shares of its Class A common stock in the calculation of diluted net (loss) income per share, since their exercise is contingent upon future events. 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. The redemption feature for the common shares equals fair value, and therefore does not create a different class of shares or require an adjustment to the earnings per share calculation. The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders, because the shares could be sold on the open market. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates the fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended June 30 For the Six Months Ended June 30 2024 2023 2024 2023 Class A Class B Class A Class B 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 $ (223,807 ) $ — $ 1,295,681 $ 431,894 $ (1,047,849 ) $ — $ 2,246,575 $ 748,859 Denominator: Weighted-average shares outstanding 14,349,106 — 25,845,423 8,615,141 15,603,598 — 25,845,423 8,615,141 Basic and diluted net (loss) income per common stock $ (0.02 ) $ — $ 0.05 $ 0.05 $ (0.07 ) $ — $ 0.09 $ 0.09 Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock sold in the IPO and over-allotment features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2024 and December 31, 2023, 4,757,884 and 15,630,150 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets, respectively. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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 for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Warrant Classification The Company accounts for the warrants issued in connection with the Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40 under which the warrants meet the criteria for equity treatment and are recorded as equity. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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. As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 153.28% and (49.30%) for the three and six months ended June 30, 2024, respectively, and (26.74)% and (28.37)% for the three and six months ended June 30, 2023. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2024 and 2023, due to changes in the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension vote or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On September 19, 2023, in connection with the approval of the Charter Amendment at the Meeting, the Company’s stockholders exercised their right to redeem 9,239,192 shares for a total of $96,791,644. On January 19, 2024, in connection with the approval of the January Charter Amendment at the January Meeting, the Company’s stockholders exercised their right to redeem 10,872,266 shares for a total of $115,489,643. The Company evaluated the classification and accounting of the stock redemptions under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of June 30, 2024, and concluded that it is probable that a contingent liability should be recorded. As of June 30, 2024, the Company recorded $2,122,813 of excise tax liability calculated as 1% of shares redeemed on September 19, 2023 and 1% of the shares redeemed on January 19, 2024. During the second quarter of 2024, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. |
Initial Public Offering
Initial Public Offering | 6 Months Ended |
Jun. 30, 2024 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING On December 20, 2021, the Company consummated its IPO of 22,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (the “Public Warrants”). On January 11, 2022, the underwriter partially exercised its over-allotment option, resulting in the sale on January 14, 2022 of an additional 2,869,342 Units. All of the shares of Class A common stock sold as part of the Units in the IPO 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 certificate of incorporation. In accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity,” and with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent deficit. As of June 30, 2024 and December 31, 2023, the common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table: Gross proceeds, including over-allotment $ 248,693,420 Less: Proceeds allocated to Public Warrants (8,264,360 ) Class A common stock issuance costs (13,734,146 ) Plus: Accretion of carrying value to redemption value 27,119,341 Class A common stock subject to possible redemption, December 31, 2022 253,814,255 Less: Redemption of shares (96,791,644 ) Plus: Accretion of carrying value to redemption value 8,699,271 Class A common stock subject to possible redemption, December 31, 2023 $ 165,721,882 Less: Redemption of shares (115,489,643 ) Plus: Accretion of carrying value to redemption value 1,246,280 Class A common stock subject to possible redemption, June 30, 2024 (unaudited) $ 51,478,519 |
Private Placement
Private Placement | 6 Months Ended |
Jun. 30, 2024 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Public Offering, the Sponsor purchased an aggregate of 890,000 Private Placement Units for a purchase price of $8,900,000, or $10.00 per unit, in a private placement. Additionally, concurrently with the partial exercise of the over-allotment option by the underwriter, the Company issued to the Sponsor 86,081 Private Placement Units at a price of $10.00 per Private Placement Unit for total proceeds of $860,810. Each Private Placement Unit consists of one share of Class A common stock and one-half of one Warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50, subject to adjustment. The Private Placement Warrants are identical to the warrants sold in the Public Offering, except that if held by the Sponsor or its permitted transferees, they (including the common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of the initial Business Combination. There will be no redemption rights or liquidating distributions with respect to the Founder Shares (defined below), placement shares or warrants, which will expire worthless if the Company does not complete an initial Business Combination. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 2, 2021, the Sponsor purchased 7,992,750 shares of Class B common stock for an aggregate purchase price of $25,000, and on October 14, 2021, the Company effected a 1.1014-for-1.0 stock split, so that the Sponsor owned an aggregate of 8,803,333 shares of Class B common stock (the “Founder Shares”). On November 12, 2021, the Company effected a 0.9955-for-1.0 stock split, so that the Sponsor owned an aggregate of 8,763,333 Founder Shares. All shares and related amounts have been retroactively adjusted to reflect the split (see Note 7). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Public Offering would be a maximum of 25,300,000 Units if the underwriter’s over-allotment option was exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding shares after the Public Offering. In connection with the partial exercise of the underwriter’s over-allotment option, 148,192 shares of Class B common stock were forfeited. On September 19, 2023, the Company held the Meeting where the Company’s stockholders approved an amendment to extend the date by which the Company has to consummate its initial business combination from September 20, 2023 to January 19, 2024. Following the Meeting, the Sponsor, as the holder of 100% of the Founder Shares, determined to convert all of the outstanding Founder Shares into shares of Class A common stock, on a one-for-one basis. The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination. Notwithstanding the foregoing, the transfer restrictions set forth in the immediately preceding sentence shall terminate upon the date following the initial Business Combination on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding the foregoing, in connection with an initial Business Combination, the initial holders may transfer, assign or sell their Founder Shares with the Company’s consent to any person or entity that agrees in writing to be bound by the transfer restrictions set forth above. Promissory Note — Related Party In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, the Company expects to repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Emerald ESG Sponsor, LLC agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the Public Offering. These loans were non-interest bearing, unsecured and were due at the earlier of June 30, 2022 or the closing of the Public Offering. The outstanding balance under the promissory note of $105,260 was repaid on December 27, 2021, and the promissory note was terminated and is no longer available to be drawn upon. As of June 30, 2024 and December 31, 2023, there were no amounts outstanding under the promissory note. On January 13, 2023, the Sponsor agreed to loan the Company up to $1,500,000 (the “Promissory Note”). The note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. No portion of the amounts outstanding under the Promissory Note may be converted into units at a price of $10.00 per unit, which would have been permissible as described in the prospectus filed in connection with the IPO. On October 16, 2023, the Company and the Lender amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $1,500,000 to $3,000,000. All other material terms of the Promissory Note remain in full force and effect. As of June 30, 2024 and December 31, 2023, there was $2,675,000 and $2,025,000 outstanding under the Promissory Note, respectively. Administrative Services Agreement The Company has entered into an administrative services agreement as of the effective date of the registration statement for the Public Offering pursuant to which the Company will pay the Sponsor or its designee a total of $30,000 per month for office space, administrative and shared personnel support services. Upon completion of the Company’s initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2024 the Company incurred $90,000 and $180,000 for the administrative support services, respectively. For the three and six months ended June 30, 2023, the Company incurred $90,000 and $180,000, respectively, for the administrative support services. As of June 30, 2024 and December 31, 2023, $466,451 and $286,451 of administrative support services was included in due to related party in the accompanying condensed balance sheets, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on December 15, 2021, the holders of the Founder Shares, Private Placement Units and units that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Units and units that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities and any other securities of the Company acquired by them prior to the consummation of a Business Combination for resale (in the case of the Founder Shares, only after conversion to the Class A common stock). 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 completion of a Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Warrant Amendments The warrant agreement provides that the terms of the warrants may be amended without the consent of any stockholder or warrant holder to cure any ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to continue to be classified as equity in the Company’s condensed financial statements, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, the Company may amend the terms of the Public Warrants (i) in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of the board of directors of the Company (taking into account then existing market precedents) to allow for the warrants to continue to be classified as equity in the Company’s condensed financial statements without the consent of any stockholder or warrant holder. Although the Company’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant. Underwriting Agreement The underwriter earned a cash underwriting discount of two percent (2%) of the gross proceeds of the Public Offering and exercise of the over-allotment, or $4,973,868. Additionally, the underwriter was initially entitled to a deferred underwriting discount of 3.5% of the gross proceeds, or $8,704,270, of the Public Offering and exercise of the over-allotment upon the completion of the Company’s initial Business Combination. On October 18, 2023, the Company entered into an agreement with the underwriter in which the underwriter waived any entitlement it may have to the deferred underwriting discount in respect of any Business Combination. As a result, the Company recorded $8,704,270 to additional paid-in capital in relation to the waiver of the deferred underwriter fee in the accompanying condensed balance sheets. Financial Advisory Fee The Company engaged Cohen & Company Capital Markets, a related party and a division of J.V.B. Financial Group, LLC (“CCM”), to provide financial advisory services in connection with the Public Offering. The Company paid CCM a fee in an amount equal to 0.3% of the aggregate proceeds of the Public Offering (excluding the proceeds of the exercise of the over-allotment option) net of underwriter’s expenses, which was paid to CCM upon the closing of the Public Offering. The Company also intends to engage CCM as an advisor in connection with the Business Combination for which it will earn an advisory fee of 0.525% of the proceeds of the Public Offering (excluding the proceeds of the exercise of the over-allotment option) payable at closing of the Business Combination. CCM will also be entitled to an advisory fee equal to 0.825% of the aggregate proceeds of the exercise of the over-allotment option, payable at the closing of the Business Combination. The underwriter had agreed to reimburse the Company for the fee to CCM as it becomes payable out of the underwriting commission. Accordingly, a reimbursement receivable and deferred advisory fee of $1,155,000 had been recorded. On October 18, 2023, the Company entered into an agreement with the underwriter in which the underwriter waived any entitlement it may have to the deferred underwriting discount in respect of any Business Combination. As a result, the Company reversed the reimbursement receivable and recognized $1,155,000 of advisory fee expenses as of December 31, 2023. Non-redemption Agreements Between September 7 and 15, 2023, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the Meeting that was held on September 19, 2023. In exchange for the foregoing commitments not to redeem public shares, the Company has agreed to issue or cause to be issued an aggregate of 1,610,000 Class A Shares at the time of the Company’s initial business combination (“Investor Shares”). In addition, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of public shares, including in connection with the Charter Amendment, an initial business combination or liquidation of the Company. The Company evaluated the classification and accounting of the issuance of the Investor Shares under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity”. The Company concluded that the monetary value of the obligation is a known and fixed amount at inception as the monetary value of the obligation will be defined and provided to each investor with the final number of Investor Shares stated in the non-redemption agreements. Therefore, the settlement terms of the non-redemption agreement (i.e., number of shares held by the holder) is considered an input into a fixed-for-fixed contract and the shares issued will be recorded in equity. The Company estimated the aggregate fair value of the 1,610,000 Investor Shares attributable to the non-redeeming shareholders to be $708,400 or $0.44 per share. The fair value of the Investor Shares was recorded as an expense with a corresponding credit to additional paid-in capital. The fair value was determined based on an application of a binomial/lattice model which is considered to be a Level 3 fair value measurement. The key inputs into the binomial/lattice model for the Investor Shares were as follows at September 30, 2023: Input September 30, Risk-free interest rate 4.6 % Term (in years) 5.1 Volatility 10.0 % Exercise price $ 11.50 Asset Price $ 10.46 On January 17, 2024, the Company entered into non-redemption agreements with unaffiliated third parties in exchange for each such party agreeing not to redeem public shares in connection with the January Meeting that was held on January 19, 2024. In exchange for the foregoing commitments not to redeem public shares, the Company has agreed to issue or cause to be issued an aggregate of 1,112,500 Investor Shares. In addition, the Company has agreed that it will not utilize any funds from the Trust Account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of public shares, including in connection with the January Charter Amendment, an initial business combination or liquidation of the Company. The Company evaluated the classification and accounting of the issuance of the Investor Shares under ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity”. The Company concluded that the monetary value of the obligation is a known and fixed amount at inception as the monetary value of the obligation will be defined and provided to each investor with the final number of Investor Shares stated in the non-redemption agreements. Therefore, the settlement terms of the non-redemption agreement (i.e., number of shares held by the holder) is considered an input into a fixed-for-fixed contract and the shares issued will be recorded in equity. The Company estimated the aggregate fair value of the 1,112,500 Investor Shares attributable to the non-redeeming shareholders to be $838,825 or $0.754 per share. The fair value of the Investor Shares was recorded as an expense with a corresponding credit to additional paid-in capital. The fair value was determined using the standard closed-form Black Scholes model which is considered to be a Level 3 fair value measurement. The key inputs into the Black Scholes model for the Investor Shares were as follows at January 3, 2024: Input January 3, Risk-free interest rate 3.90 % Term (in years) 5.0 Probability of de-SPAC 20.0 % Exercise price $ 11.50 Public Warrant Price $ 0.053 Subscription Agreement The Company evaluated the accounting for the Subscription Agreement under ASC 480 “Distinguishing Liabilities from Equity”. The Company concluded that the subscription shares to be issued as part of the bundled transaction are classified and accounted for as equity. Therefore, the proceeds are required to be allocated based on the relative fair values of the base instrument of the investment amount and the Common Stock in accordance with the guidance in ASC 470 “Debt.” At June 30, 2024 and December 31, 2023, $550,000 and $0 On April 2, 2024, Polar contributed a $200,000 Capital Contribution pursuant to the Subscription Agreement. The table below summarizes the outstanding promissory note under the Subscription Agreement as of June 30, 2024: Principal value of promissory note January 13, 2024 $ 350,000 Principal value of promissory note April 2, 2024 200,000 Debt discount, net of amortization (239,511 ) Promissory note, net of discount $ 310,489 |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders’ Deficit [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 June 30, 2024 and December 31, 2023, there were no Class A Common Stock The Company is authorized to issue 42,000,000 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. Following the Meeting on September 19, 2023, the Sponsor determined to convert all the outstanding shares of Class B common stock into shares of Class A common stock on a one-for-one basis (the “Class B Conversion”). Notwithstanding the Class B Conversion, the Sponsor, as well as the Company’s officers and directors, will not be entitled to receive any funds held in the Trust Account with respect to any shares of Class A common stock issued to such holders as a result of the Class B Conversion, and no additional amounts will be deposited into the Trust Account in respect of shares of Class A common stock held by the Sponsor. As of June 30, 2024 and December 31, 2023, there were 14,349,106 and 25,221,372 shares of Class A common stock issued and outstanding, respectively, of which 4,757,884 shares and 15,630,150 shares are subject to possible redemption, respectively, and thus classified as temporary equity. Class B Common Stock The Company is authorized to issue 10,000,000 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. Holders of Class B common stock will vote on the election of directors prior to the consummation of a Business Combination. Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law. Following the Meeting on September 19, 2023, the Sponsor determined to convert all of the outstanding shares of Class B common stock to shares of Class A common stock on a one-for-one basis. As of June 30, 2024 and December 31, 2023, there were no shares of Class B common stock issued and outstanding, respectively. 1,133,333 shares were subject to Warrants As of June 30, 2024 and December 31, 2023, there were 12,434,671 Public Warrants and 488,041 Private Placement Warrants issued and outstanding. Each whole 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 as described herein, at any time commencing 30 days after the completion of the initial Business Combination. 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 (with such issue price or effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes 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 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 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 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 shares of Class A common stock pursuant to the exercise for cash of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations described below with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt from the registration or qualification requirements of the securities laws of the state of residence of the registered holder of the warrants. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants has not been declared effective by the end of 60 business days following the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition to the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding 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, or the 30-day redemption period, to each warrant holder; and ● if, and only if, the last sale price of the Class A common stock (or the closing bid price of the Class A common stock in the event the shares of Class A common stock are not traded on any specific trading day) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s assets that are measured at fair value on June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Significant Significant Asset: Investments held in Trust Account $ 51,511,443 $ 51,511,443 $ — $ — Liability: Promissory Note, net of discount $ 310,489 $ — $ — $ 310,489 December 31, Quoted Significant Significant Asset: Investments held in Trust Account $ 165,653,149 $ 165,653,149 $ — $ — Liability: Note payable, net of discount $ — $ — $ — $ — The note payable was valued using the standard closed-form Black Scholes model which is considered to be a Level 3 fair value measurement. The key inputs into the Black Scholes model for the promissory note were as follows at January 3, 2024: Input January 3, Risk-free interest rate 3.90 % Term (in years) 5.0 Probability of de-SPAC 20.0 % Exercise price $ 11.50 Public Warrant Price $ 0.053 The following table presents the changes in the fair value of the Level 3 note payable: Fair value as of December 31, 2023 $ - Initial value 550,000 Discount on promissory note, net of amortization (239,511 ) Fair value as of June 30, 2024 310,489 There were no transfers between Levels 1, 2 and 3 during the periods ended June 30, 2024 and December 31, 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet dates up to the date that the condensed financial statements were issued. Based upon this review, other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. On July 24, 2024, the Company and Fold, Inc. (“Fold”) announced that they have entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, EMLD Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), and Fold, pursuant to which, among other things, Merger Sub will be merged with and into Fold with Fold surviving the merger as a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). For a description of the Business Combination and certain agreements executed in connection therewith, see Form 8-K filed July 24, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (223,807) | $ (824,042) | $ 1,727,575 | $ 1,267,859 | $ (1,047,849) | $ 2,995,434 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2023, as filed with the SEC on March 26, 2024. The interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future periods. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the condensed 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 condensed financial statements and the reported amounts of expenses during the reporting periods. 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 condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents As of June 30, 2024 and December 31, 2023, the Company had $109,206 and $29,844 in cash, respectively. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2024 and December 31, 2023. |
Investments Held in Trust Account | Investments Held in Trust Account As of June 30, 2024 and December 31, 2023, the Company had $51,511,443 and $165,653,149 in investments held in the Trust Account invested in BLF Treasury Trust Fund. Net proceeds of the sale of the Units in the Public Offering and the sale of the Private Placement Units were placed in the Trust Account which will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income earned on investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. |
Net Income Per Common Stock | Net (Loss) Income Per Common Stock The Company historically had two classes of shares, 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 shares. The Company has not considered the effect of the warrants sold in the Public Offering and the Private Placement to purchase an aggregate of 12,922,712 shares of its Class A common stock in the calculation of diluted net (loss) income per share, since their exercise is contingent upon future events. 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. The redemption feature for the common shares equals fair value, and therefore does not create a different class of shares or require an adjustment to the earnings per share calculation. The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders, because the shares could be sold on the open market. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per share as the redemption value approximates the fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended June 30 For the Six Months Ended June 30 2024 2023 2024 2023 Class A Class B Class A Class B 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 $ (223,807 ) $ — $ 1,295,681 $ 431,894 $ (1,047,849 ) $ — $ 2,246,575 $ 748,859 Denominator: Weighted-average shares outstanding 14,349,106 — 25,845,423 8,615,141 15,603,598 — 25,845,423 8,615,141 Basic and diluted net (loss) income per common stock $ (0.02 ) $ — $ 0.05 $ 0.05 $ (0.07 ) $ — $ 0.09 $ 0.09 |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are within the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock sold in the IPO and over-allotment features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of June 30, 2024 and December 31, 2023, 4,757,884 and 15,630,150 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature. 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). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. 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 for which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Warrant Classification | Warrant Classification The Company accounts for the warrants issued in connection with the Public Offering and the Private Placement in accordance with the guidance contained in ASC 815-40 under which the warrants meet the criteria for equity treatment and are recorded as equity. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements 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. As of June 30, 2024 and December 31, 2023, the Company’s deferred tax asset had a full valuation allowance recorded against it. The Company’s effective tax rate was 153.28% and (49.30%) for the three and six months ended June 30, 2024, respectively, and (26.74)% and (28.37)% for the three and six months ended June 30, 2023. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2024 and 2023, due to changes in the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. 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 June 30, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Risks and Uncertainties | Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these condensed financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these condensed financial statements. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension vote or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On September 19, 2023, in connection with the approval of the Charter Amendment at the Meeting, the Company’s stockholders exercised their right to redeem 9,239,192 shares for a total of $96,791,644. On January 19, 2024, in connection with the approval of the January Charter Amendment at the January Meeting, the Company’s stockholders exercised their right to redeem 10,872,266 shares for a total of $115,489,643. The Company evaluated the classification and accounting of the stock redemptions under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of June 30, 2024, and concluded that it is probable that a contingent liability should be recorded. As of June 30, 2024, the Company recorded $2,122,813 of excise tax liability calculated as 1% of shares redeemed on September 19, 2023 and 1% of the shares redeemed on January 19, 2024. During the second quarter of 2024, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 10% interest per annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from November 1, 2024 until paid in full. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share for each class of common stock: For the Three Months Ended June 30 For the Six Months Ended June 30 2024 2023 2024 2023 Class A Class B Class A Class B 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 $ (223,807 ) $ — $ 1,295,681 $ 431,894 $ (1,047,849 ) $ — $ 2,246,575 $ 748,859 Denominator: Weighted-average shares outstanding 14,349,106 — 25,845,423 8,615,141 15,603,598 — 25,845,423 8,615,141 Basic and diluted net (loss) income per common stock $ (0.02 ) $ — $ 0.05 $ 0.05 $ (0.07 ) $ — $ 0.09 $ 0.09 |
Initial Public Offering (Tables
Initial Public Offering (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Initial Public Offering [Abstract] | |
Schedule of Common Stock Subject to Redemption Reflected on the Condensed Balance Sheets | As of June 30, 2024 and December 31, 2023, the common stock subject to possible redemption reflected on the condensed balance sheets is reconciled in the following table: Gross proceeds, including over-allotment $ 248,693,420 Less: Proceeds allocated to Public Warrants (8,264,360 ) Class A common stock issuance costs (13,734,146 ) Plus: Accretion of carrying value to redemption value 27,119,341 Class A common stock subject to possible redemption, December 31, 2022 253,814,255 Less: Redemption of shares (96,791,644 ) Plus: Accretion of carrying value to redemption value 8,699,271 Class A common stock subject to possible redemption, December 31, 2023 $ 165,721,882 Less: Redemption of shares (115,489,643 ) Plus: Accretion of carrying value to redemption value 1,246,280 Class A common stock subject to possible redemption, June 30, 2024 (unaudited) $ 51,478,519 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Schedule of Binomial/Lattice Model for the Investor Shares | The key inputs into the binomial/lattice model for the Investor Shares were as follows at September Input September 30, Risk-free interest rate 4.6 % Term (in years) 5.1 Volatility 10.0 % Exercise price $ 11.50 Asset Price $ 10.46 Input January 3, Risk-free interest rate 3.90 % Term (in years) 5.0 Probability of de-SPAC 20.0 % Exercise price $ 11.50 Public Warrant Price $ 0.053 |
Schedule of Outstanding Promissory Note | The table below summarizes the outstanding promissory note under the Subscription Agreement as of June 30, 2024: Principal value of promissory note January 13, 2024 $ 350,000 Principal value of promissory note April 2, 2024 200,000 Debt discount, net of amortization (239,511 ) Promissory note, net of discount $ 310,489 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table presents information about the Company’s assets that are measured at fair value on June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: June 30, Quoted Significant Significant Asset: Investments held in Trust Account $ 51,511,443 $ 51,511,443 $ — $ — Liability: Promissory Note, net of discount $ 310,489 $ — $ — $ 310,489 December 31, Quoted Significant Significant Asset: Investments held in Trust Account $ 165,653,149 $ 165,653,149 $ — $ — Liability: Note payable, net of discount $ — $ — $ — $ — |
Schedule of Black Scholes Model for the Promissory Note | The key inputs into the Black Scholes model for the promissory note were as follows at January 3, 2024: Input January 3, Risk-free interest rate 3.90 % Term (in years) 5.0 Probability of de-SPAC 20.0 % Exercise price $ 11.50 Public Warrant Price $ 0.053 |
Schedule of Fair Value of the Level 3 Note Payable | The following table presents the changes in the fair value of the Level 3 note payable: Fair value as of December 31, 2023 $ - Initial value 550,000 Discount on promissory note, net of amortization (239,511 ) Fair value as of June 30, 2024 310,489 |
Organization and Business Ope_2
Organization and Business Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jan. 19, 2024 | Jan. 17, 2024 | Jan. 03, 2024 | Sep. 19, 2023 | Sep. 15, 2023 | Jan. 14, 2022 | Dec. 27, 2021 | Dec. 20, 2021 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Apr. 02, 2024 | |
Organization and Business Operations [Line Items] | ||||||||||||||||
Transaction costs | $ 14,181,568 | $ 14,181,568 | ||||||||||||||
Underwriting commissions | 4,973,868 | |||||||||||||||
Deferred underwriting fees | 8,704,270 | |||||||||||||||
Other offering costs | $ 503,430 | |||||||||||||||
Market value of assets | 80% | |||||||||||||||
Post transaction percentage | 50% | |||||||||||||||
Interest on dissolution expenses | $ 100,000 | |||||||||||||||
Funds held in trust | ||||||||||||||||
Public shares percentage | 100% | 100% | ||||||||||||||
Redeemable shares (in Shares) | 10,872,266 | 9,239,192 | ||||||||||||||
Redemption price per share (in Dollars per share) | $ 10.4762 | |||||||||||||||
Aggregate redemption | $ 115,489,643 | $ 96,791,644 | ||||||||||||||
Aggregate redemption amount | $ 115,489,643 | $ 453,677 | $ 792,603 | $ 2,372,121 | $ 2,048,355 | |||||||||||
Cash | 109,206 | $ 109,206 | $ 29,844 | |||||||||||||
Working capital | 5,365,129 | 5,365,129 | ||||||||||||||
Loan amount | $ 300,000 | 300,000 | ||||||||||||||
Repaid outstanding balance | $ 105,260 | |||||||||||||||
Working capital loans | 2,675,000 | 2,025,000 | ||||||||||||||
Capital value | $ 200,000 | |||||||||||||||
Promissory note | $ 550,000 | |||||||||||||||
ESG Funding LLC [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | 1 | 1 | ||||||||||||||
Default Shares [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | 0.1 | $ 0.1 | ||||||||||||||
Sponsor [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Capital contribution | $ 25,000 | |||||||||||||||
Polar [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Capital contribution | $ 550,000 | |||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||
Capital value | $ 350,000 | |||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Redeemable shares (in Shares) | 10,872,266 | |||||||||||||||
Redeemable shares outstanding (in Shares) | 4,757,884 | 4,757,884 | 15,630,150 | |||||||||||||
Aggregate shares (in Shares) | 1,610,000 | |||||||||||||||
Redemption price per share (in Dollars per share) | $ 10.6224 | $ 10.82 | $ 10.82 | $ 10.6 | ||||||||||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Aggregate redemption amount | ||||||||||||||||
Redeemable Class A common stock [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Aggregate redemption | $ 96,791,644 | |||||||||||||||
Redeemable shares outstanding (in Shares) | 4,757,884 | 15,630,150 | ||||||||||||||
Investor Shares [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Aggregate shares (in Shares) | 1,112,500 | |||||||||||||||
IPO [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Consummated in public offering (in Shares) | 22,000,000 | |||||||||||||||
IPO [Member] | Class A Common Stock [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Consummated in public offering (in Shares) | 890,000 | |||||||||||||||
Share price (in Dollars per share) | $ 10 | |||||||||||||||
Total trust account | $ 251,180,354 | |||||||||||||||
Sale of private placement per unit (in Dollars per share) | $ 10.1 | $ 10.1 | ||||||||||||||
Private Placement [Member] | Sponsor [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Consummated in public offering (in Shares) | 86,081 | |||||||||||||||
Share price (in Dollars per share) | 10 | $ 10 | ||||||||||||||
Total gross proceeds | $ 860,810 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Organization and Business Operations [Line Items] | ||||||||||||||||
Consummated in public offering (in Shares) | 2,869,342 | 2,869,342 | ||||||||||||||
Share price (in Dollars per share) | $ 10 | $ 10 | ||||||||||||||
Total gross proceeds | $ 28,693,420 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jan. 19, 2024 | Sep. 19, 2023 | Aug. 16, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | ||||||||
Cash (in Dollars) | $ 109,206 | $ 109,206 | $ 29,844 | |||||
Investments held in the Trust Account (in Dollars) | $ 51,511,443 | $ 51,511,443 | 165,653,149 | |||||
Maturity days | 185 days | |||||||
Effective tax rate | 153.28% | (26.74%) | (49.30%) | (28.37%) | ||||
Statutory tax rate, percentage | 21% | 21% | 21% | 21% | ||||
Cash incurred (in Dollars) | $ 250,000 | $ 250,000 | ||||||
Excise tax rate | 1% | |||||||
Fair market value percentage | 1% | |||||||
Exercised redeem shares (in Shares) | 10,872,266 | 9,239,192 | ||||||
Redeemable total value (in Dollars) | $ 115,489,643 | $ 96,791,644 | ||||||
Excise tax liability (in Dollars) | $ 2,122,813 | $ 2,122,813 | $ 967,916 | |||||
Percentage of shares redeemed for excise Tax liability | 1% | 1% | ||||||
Percentage of interest | 10% | 10% | ||||||
Percentage of underpayment penalty | 5% | |||||||
Percentage of total liability | 25% | 25% | ||||||
Class A Common Stock [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Temporary equity redemption value (in Shares) | 4,757,884 | 4,757,884 | 15,630,150 | |||||
Exercised redeem shares (in Shares) | 10,872,266 | |||||||
IPO [Member] | Class A Common Stock [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Purchase an aggregate of shares (in Shares) | 12,922,712 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A | ||||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||||
Allocation of net (loss) income | $ (223,807) | $ 1,295,681 | $ (1,047,849) | $ 2,246,575 |
Weighted-average shares outstanding | 14,349,106 | 25,845,423 | 15,603,598 | 25,845,423 |
Basic net (loss) income per common stock | $ (0.02) | $ 0.05 | $ (0.07) | $ 0.09 |
Class B | ||||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||||
Allocation of net (loss) income | $ 431,894 | $ 748,859 | ||
Weighted-average shares outstanding | 8,615,141 | 8,615,141 | ||
Basic net (loss) income per common stock | $ 0.05 | $ 0.09 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (Loss) Per Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class A | ||||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||||
Diluted net (loss) income per common stock | $ (0.02) | $ 0.05 | $ (0.07) | $ 0.09 |
Class B | ||||
Schedule of Basic and Diluted Net Income (Loss) Per Share [Line Items] | ||||
Diluted net (loss) income per common stock | $ 0.05 | $ 0.09 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 6 Months Ended | ||
Jan. 14, 2022 | Dec. 20, 2021 | Jun. 30, 2024 | |
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Number of units | 22,000,000 | ||
Purchase price per unit (in Dollars per share) | $ 10 | ||
Common stock description | Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (the “Public Warrants”). | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Number of units | 2,869,342 | 2,869,342 |
Initial Public Offering (Deta_2
Initial Public Offering (Details) - Schedule of Common Stock Subject to Redemption Reflected on the Condensed Balance Sheets - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Common Stock Subject to Redemption Reflected on the Condensed Balance Sheets [Abstract] | |||
Gross proceeds, including over-allotment | $ 248,693,420 | ||
Proceeds allocated to Public Warrants | (8,264,360) | ||
Redemption of shares | $ (115,489,643) | $ (96,791,644) | |
Class A common stock issuance costs | (13,734,146) | ||
Plus: | |||
Accretion of carrying value to redemption value | 1,246,280 | 8,699,271 | 27,119,341 |
Class A common stock subject to possible redemption | $ 51,478,519 | $ 165,721,882 | $ 253,814,255 |
Private Placement (Details)
Private Placement (Details) - Private Placement [Member] | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Private Placement [Line Items] | |
Units purchased | shares | 890,000 |
Issuance for purchase price | $ | $ 8,900,000 |
Price per unit | $ / shares | $ 10 |
Sale of stock description | Each Private Placement Unit consists of one share of Class A common stock and one-half of one Warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50, subject to adjustment. |
Sponsor [Member] | |
Private Placement [Line Items] | |
Units purchased | shares | 86,081 |
Issuance for purchase price | $ | $ 860,810 |
Price per unit | $ / shares | $ 10 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Oct. 16, 2023 | Dec. 27, 2021 | Nov. 12, 2021 | Oct. 14, 2021 | Jun. 02, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jan. 13, 2023 | |
Related Party Transactions [Line Items] | |||||||||||
Stock split | 0.9955-for-1.0 | 1.1014-for-1.0 | |||||||||
Founder share percentage | 100% | ||||||||||
Founder shares description | The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares (i) with respect to 25% of such shares, until consummation of the initial Business Combination, (ii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (iv) with respect to 25% of such shares, until the earlier of the second anniversary of the consummation of the initial Business Combination or the first date at which the closing price of the Class A common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination. | ||||||||||
Office space | $ 30,000 | ||||||||||
Administrative support services fees | $ 90,000 | $ 90,000 | 180,000 | $ 180,000 | |||||||
Promissory Note Related Party [Member] | |||||||||||
Related Party Transactions [Line Items] | |||||||||||
Agreed loan amount | 300,000 | 300,000 | $ 1,500,000 | ||||||||
Outstanding balance promissory note | $ 105,260 | ||||||||||
Conversion price (in Dollars per share) | $ 10 | ||||||||||
Maximum [Member] | Promissory Note Related Party [Member] | |||||||||||
Related Party Transactions [Line Items] | |||||||||||
Increase of aggregate principal amount | $ 3,000,000 | ||||||||||
Related Party [Member] | |||||||||||
Related Party Transactions [Line Items] | |||||||||||
Outstanding promissory note | 2,675,000 | 2,675,000 | $ 2,025,000 | ||||||||
Administrative support services fees | $ 466,451 | $ 286,451 | |||||||||
Class B Common Stock [Member] | |||||||||||
Related Party Transactions [Line Items] | |||||||||||
Aggregate purchase price | $ 25,000 | ||||||||||
Class B Common Stock [Member] | Sponsor [Member] | |||||||||||
Related Party Transactions [Line Items] | |||||||||||
Sponsor purchased (in Shares) | 7,992,750 | ||||||||||
Aggregate shares (in Shares) | 8,803,333 | ||||||||||
Founder Shares [Member] | |||||||||||
Related Party Transactions [Line Items] | |||||||||||
Aggregate shares (in Shares) | 8,763,333 | ||||||||||
Over-Allotment Option [Member] | Founder Shares [Member] | |||||||||||
Related Party Transactions [Line Items] | |||||||||||
Public offering units (in Shares) | 25,300,000 | ||||||||||
Common stock were forfeited (in Shares) | 148,192 | ||||||||||
Founder Shares [Member] | |||||||||||
Related Party Transactions [Line Items] | |||||||||||
Outstanding share percentage | 25% | ||||||||||
Founder Shares [Member] | Related Party [Member] | |||||||||||
Related Party Transactions [Line Items] | |||||||||||
Outstanding promissory note | $ 2,675,000 | $ 2,675,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Apr. 02, 2024 | Jan. 17, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Oct. 18, 2023 | |
Commitments and Contingencies [Line Items] | ||||||
Outstanding public warrants percentage | 50% | |||||
Cash underwriting discount | 2% | |||||
Gross proceeds | $ 8,704,270 | |||||
Deferred underwriting discount | 3.50% | |||||
Deferred underwriter fee | $ 8,704,270 | |||||
Percentage of aggregate proceeds underwriting expenses | 0.30% | |||||
Advisory fee percentage | 0.525% | |||||
Reimbursement receivable and advisory fee | $ 1,155,000 | |||||
Advisory fee expenses | $ 1,155,000 | |||||
Aggregate share issued (in Shares) | 1,610,000 | |||||
Aggregate fair value of investor shares (in Shares) | 1,610,000 | |||||
Non redeeming shareholders par value (in Dollars per share) | $ 0.44 | |||||
Promissory notes | $ 550,000 | |||||
Related Party [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Promissory notes | $ 550,000 | |||||
Warrants [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Outstanding public warrants percentage | 50% | |||||
Subscription Agreement [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Capital contribution | $ 200,000 | |||||
Class A Common Stock [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Outstanding public warrants percentage | 50% | |||||
Investor Shares [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Aggregate share issued (in Shares) | 1,112,500 | |||||
Aggregate fair value of investor shares (in Shares) | 1,112,500 | |||||
Non-redemption shareholders | $ 838,825 | $ 708,400 | ||||
Non redeeming shareholders par value (in Dollars per share) | $ 0.754 | |||||
Over-Allotment Option [Member] | ||||||
Commitments and Contingencies [Line Items] | ||||||
Gross proceeds | $ 4,973,868 | |||||
Advisory fee percentage | 0.825% |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Binomial/Lattice Model for the Investor Shares - $ / shares | Jan. 03, 2024 | Sep. 30, 2023 |
Schedule of Binomial/Lattice Model for the Investor Shares [Abstract] | ||
Risk-free interest rate | 3.90% | 4.60% |
Term (in years) | 5 years | 5 years 1 month 6 days |
Probability of de-SPAC | 20% | |
Volatility | 10% | |
Exercise price | $ 11.5 | $ 11.5 |
Public Warrant Price | $ 0.053 | |
Asset Price | $ 10.46 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Outstanding Promissory Note - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Outstanding Promissory Note [Line Items] | ||
Debt discount, net of amortization | $ (239,511) | |
Promissory note, net of discount | 310,489 | |
January 13, 2024 [Member] | ||
Schedule of Outstanding Promissory Note [Line Items] | ||
Principal value of promissory note | 350,000 | |
April 2, 2024 [Member] | ||
Schedule of Outstanding Promissory Note [Line Items] | ||
Principal value of promissory note | $ 200,000 |
Stockholders_ Deficit (Details)
Stockholders’ Deficit (Details) - USD ($) | 6 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | |
Stockholders’ Deficit [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares outstanding | |||
Preferred stock, shares issued | |||
Business combination, description | 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 (with such issue price or effective issue price to be determined in good faith by the Company and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes 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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | ||
Warrant expiration date | 5 years | ||
Threshold trading days for redemption of public warrants | 30 days | ||
Public Warrants [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Warrants issued and outstanding | 12,434,671 | ||
Private Placement Warrants [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Warrants issued and outstanding | 488,041 | ||
Warrant [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Warrant redemption price per share (in Dollars per share) | $ 0.01 | ||
Redemption period | 30 days | ||
Sale price per share (in Dollars per share) | $ 18 | ||
Threshold trading days for redemption of public warrants | 20 days | ||
Class A Common Stock [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock, shares authorized | 42,000,000 | 42,000,000 | |
Common stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Voting rights | one vote for each share | ||
Common stock, shares issued | 9,591,222 | 9,591,222 | |
Common stock, shares outstanding | 9,591,222 | 9,591,222 | |
Subject to possible redemption, shares outstanding | 4,757,884 | 15,630,150 | |
Subject to possible redemption, shares issued | 4,757,884 | 15,630,150 | |
Class A Common Stock [Member] | Sponsor [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock, shares issued | 14,349,106 | 25,221,372 | |
Common stock, shares outstanding | 14,349,106 | 25,221,372 | |
Class A Common Stock [Member] | Warrant [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Warrant exercise (in Dollars per share) | $ 11.5 | ||
Class B Common Stock [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Common stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Voting rights | one vote for each share | ||
Common stock, shares issued | |||
Common stock, shares outstanding | |||
Subject to forfeiture | 1,133,333 | ||
Over-Allotment Option [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Converted basis percentage | 25% | ||
Over-Allotment Option [Member] | Class B Common Stock [Member] | |||
Stockholders’ Deficit [Line Items] | |||
Forfeited founder shares (in Dollars) | $ 148,192 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Measured at Fair Value - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Asset, Held-in-Trust [Member] | ||
Asset: | ||
Asset | $ 51,511,443 | $ 165,653,149 |
Asset, Held-in-Trust [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Asset: | ||
Asset | 51,511,443 | 165,653,149 |
Asset, Held-in-Trust [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Asset: | ||
Asset | ||
Asset, Held-in-Trust [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Asset: | ||
Asset | ||
Promissory Note [Member] | ||
Liability: | ||
Liability | 310,489 | |
Promissory Note [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Liability: | ||
Liability | ||
Promissory Note [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Liability: | ||
Liability | ||
Promissory Note [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liability: | ||
Liability | $ 310,489 | |
Notes Payable [Member] | ||
Liability: | ||
Liability | ||
Notes Payable [Member] | Quoted Prices In Active Markets (Level 1) [Member] | ||
Liability: | ||
Liability | ||
Notes Payable [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Liability: | ||
Liability | ||
Notes Payable [Member] | Significant Other Unobservable Inputs (Level 3) [Member] | ||
Liability: | ||
Liability |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Black Scholes Model for the Promissory Note | Jan. 03, 2024 |
Risk-free interest rate [Member] | |
Schedule of Black Scholes Model for the Note Payable Line Items] | |
Promissory note measurement input method | 3.9 |
Term (in years) [Member] | |
Schedule of Black Scholes Model for the Note Payable Line Items] | |
Promissory note measurement input method | 5 |
Probability of de-SPAC [Member] | |
Schedule of Black Scholes Model for the Note Payable Line Items] | |
Promissory note measurement input method | 20 |
Exercise price [Member] | |
Schedule of Black Scholes Model for the Note Payable Line Items] | |
Promissory note measurement input method | 11.5 |
Public Warrant Price [Member] | |
Schedule of Black Scholes Model for the Note Payable Line Items] | |
Promissory note measurement input method | 0.053 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Fair Value of the Level 3 Note Payable | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Schedule of Fair Value of the Level 3 Note Payable [Abstract] | |
Fair value as of beginning balance | |
Initial value | 550,000 |
Discount on promissory note, net of amortization | (239,511) |
Fair value as of ending balance | $ 310,489 |