Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | S-4/A |
Amendment Flag | false |
Entity Registrant Name | Atlantic Coastal Acquisition Corp. II |
Entity Central Index Key | 0001893219 |
Entity Filer Category | Non-accelerated Filer |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 6 St Johns Lane, Floor 5 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10013 |
Entity Tax Identification Number | 87-1013956 |
City Area Code | 248 |
Local Phone Number | 890-7200 |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Primary SIC Number | 6770 |
Business Contact [Member] | |
Document Information [Line Items] | |
Entity Address, Address Line One | 6 St Johns Lane, Floor 5 |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10013 |
City Area Code | 248 |
Local Phone Number | 890-7200 |
Contact Personnel Name | Shahraab Ahmad |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 264,538 | $ 392,446 |
Prepaid expenses | 0 | 377,780 |
Cash and marketable securities held in Trust Account | 29,728,990 | 0 |
Total Current Assets | 29,993,528 | 770,226 |
Cash and marketable securities held in Trust Account | 7,372,451 | 309,790,455 |
TOTAL ASSETS | 37,365,979 | 310,560,681 |
Current liabilities | ||
Accrued expenses | 469,268 | 1,243,172 |
Excise tax payable | 3,062,004 | 0 |
Accrued offering costs | 5,000 | 75,000 |
Income taxes payable | 308,194 | 823,991 |
Common stock to be redeemed (2,768,301 shares of Series A common stock) | 29,728,990 | 0 |
Total Current Liabilities | 35,388,456 | 2,142,163 |
Deferred underwriting fee payable | 10,500,000 | 10,500,000 |
Total Liabilities | 45,888,457 | 12,642,163 |
Commitments (Note 6) | ||
Series A common stock subject to possible redemption; 667,391 and 30,000,000 shares issued and outstanding at December 31, 2023 and 2022 at redemption value of $10.93 and $10.30 per share, respectively | 7,292,641 | 309,097,930 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (15,815,868) | (11,180,162) |
Total Stockholders' Deficit | (15,815,118) | (11,179,412) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 37,365,979 | 310,560,681 |
Related party [Member] | ||
Current liabilities | ||
Extension promissory note - related party | 160,000 | 0 |
Advance from related parties | 1,655,000 | 0 |
Series A common stock [Member] | ||
Current liabilities | ||
Common stock to be redeemed (2,768,301 shares of Series A common stock) | 29,728,990 | |
Stockholders' Deficit | ||
Common Stock | 749 | 0 |
Series B common stock [Member] | ||
Stockholders' Deficit | ||
Common Stock | $ 1 | $ 750 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A common stock [Member] | ||
Common stock to be redeemed (2,768,301 shares of Series A common stock) | 2,768,301 | 2,768,301 |
Temporary equity, shares issued | 667,391 | 30,000,000 |
Temporary equity, shares outstanding | 667,391 | 30,000,000 |
Temporary equity, redemption price per share | $ 10.93 | $ 10.3 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 7,499,999 | 0 |
Common stock, shares outstanding | 7,499,999 | 0 |
Series B common stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 1 | 7,500,000 |
Common stock, shares outstanding | 1 | 7,500,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operation and formation costs | $ 1,666,056 | $ 2,050,410 |
Loss from operations | (1,666,056) | (2,050,410) |
Other income (expense): | ||
Interest income – bank | 52,304 | 1,848 |
Interest earned on Cash and marketable securities held in Trust Account | 5,754,715 | 4,121,971 |
Penalties and interest on taxes | (142,041) | 0 |
Unrealized loss on marketable securities held in Trust Account | 0 | (362,500) |
Total other income, net | 5,664,978 | 3,761,319 |
Income before provision for income taxes | 3,998,922 | 1,710,909 |
Provision for income taxes | (1,177,463) | (823,991) |
Net income | 2,821,459 | $ 886,918 |
Redeemable common stock [Member] | ||
Other income (expense): | ||
Net income | $ 1,693,350 | |
Weighted average shares outstanding, basic | 11,257,894 | 28,438,356 |
Weighted average shares outstanding, diluted | 11,257,894 | 28,438,356 |
Basic and diluted income (loss) per share, basic | $ 0.15 | |
Basic and diluted income (loss) per share, diluted | $ 0.15 | |
Nonredeemable common stock [Member] | ||
Other income (expense): | ||
Net income | $ 1,128,109 | |
Weighted average shares outstanding, basic | 7,500,000 | |
Weighted average shares outstanding, diluted | 7,500,000 | |
Basic and diluted income (loss) per share, basic | $ 0.15 | |
Basic and diluted income (loss) per share, diluted | 0.15 | |
Series A common stock [Member] | ||
Other income (expense): | ||
Net income | $ 701,826 | |
Weighted average shares outstanding, basic | 28,438,356 | |
Weighted average shares outstanding, diluted | 28,438,356 | |
Basic and diluted income (loss) per share, basic | 0.15 | $ 0.02 |
Basic and diluted income (loss) per share, diluted | 0.15 | $ 0.02 |
Series B common stock [Member] | ||
Other income (expense): | ||
Net income | $ 185,092 | |
Weighted average shares outstanding, basic | 7,500,000 | |
Weighted average shares outstanding, diluted | 7,500,000 | |
Basic and diluted income (loss) per share, basic | 0.15 | $ 0.02 |
Basic and diluted income (loss) per share, diluted | $ 0.15 | $ 0.02 |
Series A and Series B common stock [Member] | Nonredeemable common stock [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic | 7,500,000 | 7,500,000 |
Weighted average shares outstanding, diluted | 7,500,000 | 7,500,000 |
Consolidated Statements Of Chan
Consolidated Statements Of Changes In Stockholders' Deficit - USD ($) | Total | Series A [Member] | Series B [Member] | Common Stock [Member] Series A [Member] | Common Stock [Member] Series B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance, Shares at Dec. 31, 2021 | 0 | 7,503,750 | |||||
Balance at Dec. 31, 2021 | $ 23,207 | $ 0 | $ 750 | $ 24,250 | $ (1,793) | ||
Sale of 13,850,000 Private Placement Warrants | 13,850,000 | 13,850,000 | |||||
Forfeiture of Founder Shares, Shares | (3,750) | ||||||
Compensation Expense – Fair value of assigned Founder Shares to Apeiron | 362,500 | 362,500 | |||||
Fair value of Public Warrants at issuance | 8,100,000 | 8,100,000 | |||||
Allocated value of transaction costs to Series A common stock | (505,049) | (505,049) | |||||
Remeasurement of Series A common stock to redemption amount | (33,896,988) | (21,831,701) | (12,065,287) | ||||
Net income (loss) | 886,918 | $ 701,826 | $ 185,092 | 886,918 | |||
Balance, Share at Dec. 31, 2022 | 0 | 7,500,000 | |||||
Balance at Dec. 31, 2022 | (11,179,412) | $ 0 | $ 750 | 0 | (11,180,162) | ||
Remeasurement of Series A common stock to redemption amount | (4,395,161) | (4,395,161) | |||||
Stockholder non-redemption agreement | 1,378,126 | 1,378,126 | |||||
Stockholder non-redemption agreement | (1,378,126) | (1,378,126) | |||||
Excise tax | (3,062,004) | (3,062,004) | |||||
Conversion of Series Class B shares to Series Class A Non-redeemable shares, Shares | 7,499,999 | (7,499,999) | |||||
Conversion of Series Class B shares to Series Class A Non-redeemable shares | $ 749 | $ (749) | |||||
Net income (loss) | 2,821,459 | 2,821,459 | |||||
Balance, Share at Dec. 31, 2023 | 7,499,999 | 1 | |||||
Balance at Dec. 31, 2023 | $ (15,815,118) | $ 749 | $ 1 | $ 0 | $ (15,815,868) |
Consolidated Statements Of Ch_2
Consolidated Statements Of Changes In Stockholders' Deficit (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 shares | |
Private Placement Warrants [Member] | |
Stock issued during the period shares | 13,850,000 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,821,459 | $ 886,918 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on Cash and marketable securities held in Trust Account | (5,754,715) | (4,121,971) |
Compensation expenses | 0 | 362,500 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 377,780 | (377,780) |
Accrued expenses | (773,904) | 1,241,379 |
Income taxes payable | (515,797) | 823,991 |
Net cash used in operating activities | (3,845,177) | (1,184,963) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (160,000) | (306,000,000) |
Cash withdrawn from Trust Account to pay franchise and income taxes | 2,132,269 | 331,516 |
Cash withdrawn from Trust Account in connection with redemption | 276,471,460 | 0 |
Net cash provided by (used in) investing activities | 278,443,729 | (305,668,484) |
Cash Flows from Financing Activities: | ||
Proceeds from sale of Units, net of underwriting discounts paid | 0 | 294,240,000 |
Proceeds from sale of Private Placement Warrants | 0 | 13,850,000 |
Proceeds from extension promissory note – related party | 160,000 | 49,262 |
Proceeds from convertible promissory note - related party | 0 | 0 |
Repayment of promissory note – related party | 0 | (149,539) |
Advances from related party | 1,655,000 | 0 |
Payment of offering costs | (70,000) | (743,830) |
Redemption of common stock | (276,471,460) | 0 |
Net cash (used in) provided by financing activities | (274,726,460) | 307,245,893 |
Net Change in Cash | (127,908) | 392,446 |
Cash – Beginning | 392,446 | 0 |
Cash – Ending | 264,538 | 392,446 |
Supplementary cashflow information: | ||
Income taxes paid | 1,799,627 | 0 |
Non-cash investing and financing activities: | ||
Deferred offering costs included in accrued offering costs | 0 | 717,219 |
Initial classification of Series A common stock subject to possible redemption | 0 | 309,097,930 |
Deferred underwriting fee payable | $ 0 | $ 10,500,000 |
Organization And Plan Of Busine
Organization And Plan Of Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization And Plan Of Business Operations | NOTE 1 — ORGANIZATION AND PLAN OF BUSINESS OPERATIONS Atlantic Coastal Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on May 20, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). On November 30, 2023 the Company formed Abpro Merger Sub Corp. (“Merger Sub”), a wholly owned subsidiary of the Company. The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not yet commenced any operations. All activity for the period May 20, 2021 (inception) through December 31, 2023 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on January 13, 2022. On January 19, 2022, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Series A common stock included in the Units being offered, the “Public Shares”), which includes the partial exercise by the underwriters of its over-allotment option in the amount of 3,900,000 Units at $10.00 per Unit, generating gross proceeds of $300,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 13,850,000 warrants (each, a “Private Placement Warrant” and, collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), generating gross proceeds of $13,850,000, which is described in Note 4. Transaction costs amounted to $17,204,107, consisting of $5,760,000 of underwriting fees (net of $240,000 reimbursed by the underwriters), $10,500,000 of deferred underwriting fees, and $944,107 of other offering costs. Following the closing of the Initial Public Offering on January 19, 2022, an amount of $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company instructed the Trustee in December 29, 2023 to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of our Business Combination or liquidation. While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Initial Stockholders have agreed (a) to waive their redemption rights with respect to their Founder Shares and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination prior to September 19, 2024 and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s Initial Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial The Company had 15 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten per-share On April 18, 2023, the company held the Meeting to approve an extension of time for the Company to consummate an initial business combination from April 19, 2023 to October 19, 2023, subject to additional Extension(s) up to December 19, 2023 upon election by the Sponsor. The extension was approved and a result 26,564,308 shares of the Company’s Series A common stock were redeemed at approximately $10.41 per share. On April 18, 2023, the Sponsor, the Company’s independent directors, and Apeiron Investment Group Ltd (collectively, the “Series B Holders”) voluntarily converted 7,499,999 shares of Series B Common Stock of the Company they held as of such date into 7,499,999 shares of Series A common stock of the Company (the “Conversion”) in accordance with the amended and restated certificate of incorporation, as amended. With respect to shares of Series A common stock that they received as result of the Conversion, the Series B Holders (i) agreed that they would not vote such stock until after the closing of a business combination and (ii) acknowledged that such stock would not be entitled to any distribution from the Company’s trust account. As a result of the Conversion and the results of the Meeting described above, the Company has an aggregate of 10,935,691 shares of Series A common stock outstanding and 1 share of Series B Common Stock (held by the Sponsor) outstanding. On October 14, 2023 and November 14, 2023, the Company issued non-interest 80,000 , respectively, (the “Notes”) to the Sponsor. The $ 80,000 was deposited into the Company’s trust account in order to extend the amount of time that the Company has available to complete a business combination. Upon the closing of a business combination by the Company, the Sponsor may elect to either receive repayment under the Notes or to convert all or a portion of the amount loaned under the Notes into Series A common stock of the Company at a price equal to 10.20 p On October 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from October 19, 2023 to November 19, 2023. On November 14, 2023, by resolution of the board of directors of the Company, the Company extended the expiration date of the Business Combination Period from November 19, 2023 to December 19, 2023. On December 11, 2023, the Company, Abpro Merger Sub Corp., a Delaware corporation, and Abpro Corporation, a Delaware corporation, entered into a business combination agreement (the “Business Combination Agreement”). Please see the Form 8-K On December 15, 2023, the company held the Meeting to approve an extension of time for the Company to consummate an initial business combination from December 19, 2023 to March 19, 2024, subject to deposits into the trust account maintained for the benefit of the Company’s public stockholders the lesser of (a) $30,000 or (b) $0.045 for each Public Share that is not redeemed in connection with the Meeting. If the Company has not consummated a Business Combination by the Extended Date, the Company may, without another stockholder vote, elect to extend the Extended Date on a monthly basis up to six times by an additional one month each time thereafter, until September 19, 2024. The extension was approved and a result 2,768,301 public shares of Series A common stock exercised and did not reverse, their right to redeem their public shares in connection with the vote upon the Charter Amendment Proposal. As a result of the foregoing, those holders will receive a payment of approximately $10.68 per share redeemed. This resulted in $29,728,990 being withdrawn from the trust account and paid to redeeming stockholders. The payment to the redeeming stockholders was processed in January 2024, as such $29,728,990 has been removed form Series A common stock subject to redemption and recorded as common stock to be redeemed. The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $ 10.20 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern At December 31, 2023, the Company had $264,538 in its operating bank accounts and a working capital deficit of $5,394,929. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these consolidated financial statements are issued. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40 Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 The impact of current conflicts around the globe, including Russia’s invasion of Ukraine and the Israel-Hamas war, and related sanctions, on the world economy is not determinable as of the date of these 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 financial statements. Inflation Reduction Act of 2022 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 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. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and impact the Company’s ability to complete a Business Combination. On April 18, 2023 and December 13, 2023, the Company’s stockholders redeemed 26,564,308 Series Class A shares for a total of $276,471,460 and redeemed 2,768,301 Series Class A shares for a total of $29,728,990, respectively. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future events 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 December 31, 2023 and determined that a contingent liability should be calculated and recorded. As of December 31, 2023, the Company recorded $3,062,004 of excise tax liability calculated as 1% of shares redeemed. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all short-term 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 December 31, 2023 and 2022. The Company had $264,538 and $392,446 in cash at December 31, 2023 and 2022, respectively. Cash and Marketable Securities Held in Trust Account At December 31, 2023 and 2022, all of the Company’s investments held in the Trust Account are invested in cash and money market funds invested primarily in United States Treasuries and are classified as trading securities, respectively. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company instructed the Trustee in December 29, 2023 to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of our Business Combination or liquidation. Series A Common Stock Subject to Possible Redemption The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Series A Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Series A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Series A common Stock are affected by charges against additional paid-in As of December 31, 2023 and 2022, the Series A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,100,000 ) Series A common stock issuance costs (16,699,058 ) Plus: Remeasurement of carrying value to redemption value 33,896,988 Series A common stock subject to possible redemption, December 31, 2022 $ 309,097,930 Less: Redemption (276,471,460 ) Redemptions (redeemed in December 2023, paid in January 2024) (29,728,990 ) Plus: Remeasurement of carrying value to redemption value 4,395,161 Series A common stock subject to possible redemption, December 31, 2023 $ 7,292,641 Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and As of December 31, 2023 and 2022, there were no deferred offering costs recorded in the accompanying consolidated balance sheets respectively. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the 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 carryforwards. 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 December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it . ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income 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 Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Series A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,850,000 Series A common stock in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net income per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Nonredeemable Series A and Series B Series A Series B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 1,693,350 $ 1,128,109 $ 701,826 $ 185,092 Denominator: Basic and diluted weighted average shares 11,257,894 7,500,000 28,438,356 7,500,000 Basic and diluted net income per common stock $ 0.15 $ 0.15 $ 0.02 0.02 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature. Derivative Financial Instruments The Company evaluated its financial statements to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the grant date and re-valued non-current net-cash Warrants We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. Based on our assessment of the guidance, our warrants meet the criteria for equity classification and are recorded within stockholders’ equity. Share-based Compensation The Company adopted ASC Topic 718, “Compensation — similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. Recent Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. In August 2020, the FASB issued Accounting Standards Updated (“ASU”) No. 2020-06, (Subtopic470-20)and Equity(Subtopic 815-40):Accounting Equity”(“ASU 2020-06”),which ASU 2020-06 ASU 2020-06 ASU 2020-06 In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13–Financial 2016-13”). This 2016-13 ASU2016-13 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, which include the partial exercise by the underwriters of their over-allotment option in the amount of 3,900,000 units, at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Series A common stock and one-half |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Private Placement | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 13,850,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $13,850,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one Series A common stock at a price of $11.50 per share, subject to adjustments (see Note 7). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares On October 25, 2021, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 7,187,500 shares of Series B common stock (the “Founder Shares”). On January 13, 2022, the Company effectuated a 1.044-for-1 stock The Sponsor, founders, executive officers and directors have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until one year after the completion of a Business Combination that results in all of the Company’s stockholders having the right to exchange their Series A common stock for cash, securities, or other property (except with respect to permitted transferees). Notwithstanding the foregoing, (x) if the last reported sale price of the Series A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day On October 25, 2021, the Sponsor transferred 250,000 Founder Shares to five director nominees (50,000 shares to each director nominee) for no consideration, to serve in his or her capacity as an independent director of the Company. The Company assigned the number of shares of Series B common stock of the Company, par value $0.0001 per share. The transfer of the Founders Shares to five director nominees is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and expensed when earned. Shares granted to these directors are forfeited if their status as director is terminated for any reason prior to the date of the initial Business Combination and, as such, there has been no stock-based compensation expense recognized in the accompanying financial statements. On December 1, 2021, the Company and Apeiron Investment Group Ltd. (“Apeiron”) entered into an Agreement to which Apeiron will serve as an advisor to the Company in connection with identifying one or more businesses with which the Company may effectuate its Initial Business Combination. As consideration for Apeiron’s willingness to provide the service set forth in the Agreement, the Sponsor shall pay or transfer to Apeiron (or its designee) on behalf of the Company a non-refundable per share. The Founders Shares were granted subject to a performance condition (i.e., the closing date of the Initial Public Offering). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2022, the Company recognized $ Promissory Note — Related Party On October 25, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to advance the Company up to $1,750,000 to fund the expenses relating to investigating and selecting a target business and other working capital requirements after the Initial Public Offering and prior to the Initial Business Combination. In addition, our Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us additional funds as may be required. If the Company consummated an Initial Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The final terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. Up to $1,500,000 of such Working Capital Loans may be convertible into additional warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Prior to the completion of the Initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or its affiliates as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. There are no Working Capital Loans outstanding as of December 31, 2023 and 2022. Extension Promissory Notes — Related Party On October 14, 2023 and November 14, 2023, the Company issued non-interest On December 18, 2023, the Company amended the Extension Promissory Notes to remove the Sponsor’s right to convert the note into Series A common stock at a price equal to $ per share. Advance from Related Party On December 8, 2023, December 11, 2023, and December 12, 2023, the Sponsor advanced the Company $10,000, $1,630,000, and $15,000, respectively, to fund tax obligations. As of December 31, 2023, the Sponsor advanced the Company $1,655,000 and is reflected in the consolidated balance sheets. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | NOTE 6 — COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on January 13, 2022, the holders of the Founder Shares, Private Placement Warrants, and any Private Placement Warrants that may be issued upon conversion of the Working Capital Loans (and any Series A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and conversion of Founder Shares) will be entitled to registration rights. The holders of these securities will be entitled to make up to three demands, excluding short form registration 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 and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up Underwriting Agreement The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $6,000,000 in the aggregate, paid on the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Advisors On January 7, 2022, the Company and Farvahar Capital (“Farvahar”) entered into an agreement under which Farvahar served as an advisor to the Company in connection with the Initial Public Offering. Farvahar was engaged to represent the Company’s interests only and is independent of the underwriters. The underwriters reimbursed the Company for the fees payable to Farvahar in respect of the provision of such advisory services. The Company agreed to pay Farvahar a fee of 0.08% of the gross proceeds of the Initial Public Offering, including any exercise of the underwriters’ over-allotment option with respect to the Initial Public Offering or $240,000 in the aggregate. Farvahar did not act as an underwriter in connection with the Initial Public Offering; it did not identify or solicit potential investors in the Initial Public Offering. As of December 31, 2022, the Company received the reimbursement from the underwriters and paid Farvahar. Capital Market Advisor On April 11, 2023, the Company entered into a services agreement with an advisor. The Advisor will provide advisory services as it pertains to a business combination. Upon the closing of a business combination the advisor will be paid a fee for their services. All consideration is to be paid simultaneously with the closing of the business combination. Non-Redemption On or about April 4, 2023, the Company and Atlantic Coastal Acquisition Management II LLC (the “Sponsor”), entered into agreements (“Non-Redemption 3,300,900shares(“Non-Redeemed combination (the “Charter Amendment Proposal”) from April 19, 2023 to October 19, 2023 (an “Extension”), subject to additional Extension(s) up to December 19, 2023 upon election by the Sponsor. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 825,225 shares of the Company held by the Sponsor immediately following consummation of an initial business combination if they continued to hold such Non-Redeemed Business Combination Agreement On December 11, 2023, the Company, Abpro Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Abpro Corporation, a Delaware corporation “Abpro”), entered into a business combination agreement (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, on the Closing Date (as defined in the Business Combination Agreement), Merger Sub, a newly formed, wholly-owned direct subsidiary of the Company, will be merged with and into the Abpro (the “Business Combination,” together with the other transactions related thereto, the “Proposed Transactions”), with the Abpro surviving the Business Combination as a wholly-owned direct subsidiary of the Company (the “Surviving Company”). In connection with the consummation of the Business Combination, the Company will change its corporate name to “Abpro Holdings, Inc.” The respective boards of directors of the Company and Abpro have duly approved the Business Combination Agreement and the transactions contemplated thereby. Immediately prior to the effective time of the Business Combination (the “Effective Time”), Abpro will cause (i) all outstanding Abpro convertible notes to be converted into shares of Company Common Stock, (ii) all outstanding Abpro warrants to acquire equity securities of the Company to be converted into a number of shares of shares of Company Common Stock and (iii) the Abpro Preferred Shares (including those shares resulting from the convertible notes conversion and warrant conversion) that are issued and outstanding immediately prior to the Effective Time to be converted into shares of Abpro Common Stock. Conditions to closing The obligations of the Company and Abpro to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of any law or governmental order or other legal restraint or prohibition preventing the consummation of the Business Combination, (iii) the Registration Statement being declared effective under the Securities Act, (iv) the ACAB New Common Shares to be issued in connection with the Business Combination having been approved for listing on Nasdaq, (v) the approval of certain of 5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of 8.7 million in available closing cash consisting of funds in the Trust Account (after reduction for payments made in connection with redemptions by the Company stockholders) plus any funds available pursuant to a PIPE Financing, forward purchase agreement, equity line of credit, convertible note financing and other sources of financing, less any Unpaid SPAC Expenses, as described in the Business Combination Agreement, subject to the Abpro’s waiver of such amount. Sponsor Letter Agreement On December 11, 2023, Atlantic Coastal Acquisition Management II LLC, a Delaware limited liability company (the “Sponsor”) entered into an agreement with the Company, the Abpro and Abpro Bio Co., Ltd (the “Sponsor Letter Agreement”), whereby Sponsor agrees to (i) retain 2.95 million shares of the Company’s Series A Common Stock held by it, (ii) divide 2,458,333 shares of the Company’s Series A Common Stock held by it among the Sponsor, who will be entitled to 491,667 of the shares, Abpro, who will be entitled to 983,333 of the shares, and Abpro Bio Co., Ltd, who will be entitled to 983,333 of the shares, for such party to use to obtain non-redemption commitments Sponsor Support Agreement On December 11, 2023, the Company, Abpro and the Sponsor entered into the Sponsor Support Agreement pursuant to which the Sponsor agreed to, among other things, vote all of its shares of the Company’s Series A Common Shares and the Company’s Series B Common Shares held by it, whether now owned or hereafter acquired, (i) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), and (ii) against any proposal, action or agreement that would impede, interfere with, delay, postpone or discourage any provision of the Sponsor Support Agreement, the Business Combination Agreement or the transactions contemplated thereby (including the Business Combination). In addition, in the Sponsor Support Agreement, the Sponsor agrees to waive, and not to assert or perfect, among other things, any rights to adjustment or other anti-dilution protections with respect to the rate at which the shares of the Company’s Series B Common Stock held by the Sponsor convert into shares of the Company’s Series A Common Stock in connection with the transactions contemplated by the Business Combination Agreement. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock — Series A Common Stock — Series B Common Stock — a 1.044-for-1 stock Holders of Series A common stock and Series 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. The shares of Series B common stock will automatically convert into shares of Series A common stock concurrently or immediately following the consummation of an Initial Business Combination, on a one-for-one giving effect to any redemption of shares of Series A common stock by Public Stockholders), including the total number of shares of Series A common stock, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Initial Business Combination, excluding any shares of Series A common stock or equity-linked securities exercisable for or convertible into shares of Series A common stock issued, or to be issued, to any seller in the Initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers, or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one Warrants — The Company will not be obligated to deliver any Series A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Series A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Series A common stock upon exercise of a warrant unless Series A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Series A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of a Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of a Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company fails to have maintained an effective registration statement covering the issuance of the shares of Series A common stock issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the shares of Series A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption given after the warrants become exercisable to each warrant holder; and • if, and only if, the reported last sale price of the Series A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Series A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Series A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Series A common stock or equity-linked securities, for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Series A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Series A common stock during the 20 trading day period starting on the trading day after the day on which the Company completes a 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 greater 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 greater of the Market Value and the Newly Issued Price. As of December 31, 2023 and 2022, there are 13,850,000 Private Placement Warrants, The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants (including the Series A common stock issuable upon the exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 — INCOME TAXES The Company’s net deferred tax assets are as follows: December 31, December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ — $ — Startup/Organization Expenses $ 686,905 $ 388,575 Total deferred tax assets 686,905 388,575 Valuation allowance (686,905 ) (388,575 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ 1,177,463 $ 823,991 Deferred (298,330 ) (388,575 ) State Current — — Deferred — — Change in valuation allowance 298,330 388,575 Income tax provision $ 1,177,463 $ 823,991 As of December 31, 2023 and 2022, the Company did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2023 and 2022, the change in the valuation allowance was $298,330 and $388,575, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.00 % 21.00 % Meals & entertainment 0.00 % 4.45 % Business combination expenses 0.24 % 0.00 % Fines and penalties 0.75 % 0.00 % Change in valuation allowance 7.46 % 22.71 % Income tax provision 29.45 % 48.16 % |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 — FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2022 Level Amount Assets: Marketable securities held in Trust Account 1 $ 309,790,455 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 11, 2024, the Company entered into an amended services agreement with and advisor, that was origin April 11 2023 200,000 shares of Series a common stock in the post-closing Company and 4 % of the gross proceeds raised from investors and received by the Company or the target prior to the business combination or simultaneously. All consideration is to be paid simultaneously with the closing of the business combination. On January 18, 2024, the Sponsor, the Company, Abpro and Abpro Bio entered into an amendment to the Sponsor Letter Agreement (the “Amended Sponsor Letter Agreement”), which amended the amount of shares each party thereunder is entitled to, consistent with the description previously disclosed on December 11, 2023 and as contemplated in the Business Combination Agreement, dated as of December 11, 2023, by and among the Company, Abpro Merger Sub Corp., a Delaware corporation, and Abpro. For the avoidance of doubt, the Amended Sponsor Letter Agreement supersedes and replaces the Sponsor Letter Agreement in its entirety. On January 21, 2024, the Company received a partial waiver from an underwriter from the initial public offering that was entitled to a portion of the deferred underwriter fee. Subject to the closing of the businesses combination between the Company and Abpro, the underwriter waived $4,290,000 of the underwriter fee in exchange for 600,000 of common stock in the post-merger Company. On January 22, 2024, the Company issued a press release announcing that it filed a Registration Statement on Form S-4 |
Summary Of Significant Accoun_2
Summary Of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm 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 Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term 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 December 31, 2023 and 2022. The Company had $264,538 and $392,446 in cash at December 31, 2023 and 2022, respectively. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account At December 31, 2023 and 2022, all of the Company’s investments held in the Trust Account are invested in cash and money market funds invested primarily in United States Treasuries and are classified as trading securities, respectively. Trading securities are presented on the consolidated balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. To mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), the Company instructed the Trustee in December 29, 2023 to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of our Business Combination or liquidation. |
Series A Common Stock Subject to Possible Redemption | Series A Common Stock Subject to Possible Redemption The Company accounts for its Series A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Series A Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as a component of stockholders’ equity. The Company’s Series A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, Series A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Series A common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Series A common Stock are affected by charges against additional paid-in As of December 31, 2023 and 2022, the Series A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,100,000 ) Series A common stock issuance costs (16,699,058 ) Plus: Remeasurement of carrying value to redemption value 33,896,988 Series A common stock subject to possible redemption, December 31, 2022 $ 309,097,930 Less: Redemption (276,471,460 ) Redemptions (redeemed in December 2023, paid in January 2024) (29,728,990 ) Plus: Remeasurement of carrying value to redemption value 4,395,161 Series A common stock subject to possible redemption, December 31, 2023 $ 7,292,641 |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and As of December 31, 2023 and 2022, there were no deferred offering costs recorded in the accompanying consolidated balance sheets respectively. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the 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 carryforwards. 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 December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it . ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income 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 |
Net Income per Common Share | Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common stock is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Series A common stock is excluded from earnings per share as the redemption value approximates fair value. The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 28,850,000 Series A common stock in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common stock is the same as basic net income per common stock for the periods presented. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Year Ended December 31, 2023 2022 Redeemable Nonredeemable Series A and Series B Series A Series B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 1,693,350 $ 1,128,109 $ 701,826 $ 185,092 Denominator: Basic and diluted weighted average shares 11,257,894 7,500,000 28,438,356 7,500,000 Basic and diluted net income per common stock $ 0.15 $ 0.15 $ 0.02 0.02 |
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 ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying consolidated balance sheet, primarily due to their short-term nature. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluated its financial statements to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at fair value on the grant date and re-valued non-current net-cash |
Warrants | Warrants We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period date while the warrants are outstanding. Based on our assessment of the guidance, our warrants meet the criteria for equity classification and are recorded within stockholders’ equity. |
Share-based Compensation | Share-based Compensation The Company adopted ASC Topic 718, “Compensation — similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to nonemployees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statements of operations. |
Recent Accounting Standards | Recent Accounting Standards In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. In August 2020, the FASB issued Accounting Standards Updated (“ASU”) No. 2020-06, (Subtopic470-20)and Equity(Subtopic 815-40):Accounting Equity”(“ASU 2020-06”),which ASU 2020-06 ASU 2020-06 ASU 2020-06 In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13–Financial 2016-13”). This 2016-13 ASU2016-13 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary Of Significant Accoun_3
Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Series A common stock reflected in the consolidated balance sheet | As of December 31, 2023 and 2022, the Series A common stock reflected in the consolidated balance sheet are reconciled in the following table: Gross proceeds $ 300,000,000 Less: Proceeds allocated to Public Warrants (8,100,000 ) Series A common stock issuance costs (16,699,058 ) Plus: Remeasurement of carrying value to redemption value 33,896,988 Series A common stock subject to possible redemption, December 31, 2022 $ 309,097,930 Less: Redemption (276,471,460 ) Redemptions (redeemed in December 2023, paid in January 2024) (29,728,990 ) Plus: Remeasurement of carrying value to redemption value 4,395,161 Series A common stock subject to possible redemption, December 31, 2023 $ 7,292,641 |
Schedule of the calculation of basic and diluted net income per common stock | For the Year Ended December 31, 2023 2022 Redeemable Nonredeemable Series A and Series B Series A Series B Basic and diluted net income per common stock Numerator: Allocation of net income, as adjusted $ 1,693,350 $ 1,128,109 $ 701,826 $ 185,092 Denominator: Basic and diluted weighted average shares 11,257,894 7,500,000 28,438,356 7,500,000 Basic and diluted net income per common stock $ 0.15 $ 0.15 $ 0.02 0.02 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The Company’s net deferred tax assets are as follows: December 31, December 31, 2023 2022 Deferred tax assets Net operating loss carryforward $ — $ — Startup/Organization Expenses $ 686,905 $ 388,575 Total deferred tax assets 686,905 388,575 Valuation allowance (686,905 ) (388,575 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision for the year ended December 31, 2023 and 2022 consists of the following: December 31, December 31, 2023 2022 Federal Current $ 1,177,463 $ 823,991 Deferred (298,330 ) (388,575 ) State Current — — Deferred — — Change in valuation allowance 298,330 388,575 Income tax provision $ 1,177,463 $ 823,991 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, 2023 2022 Statutory federal income tax rate 21.00 % 21.00 % Meals & entertainment 0.00 % 4.45 % Business combination expenses 0.24 % 0.00 % Fines and penalties 0.75 % 0.00 % Change in valuation allowance 7.46 % 22.71 % Income tax provision 29.45 % 48.16 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements, Recurring and Nonrecurring | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2022 Level Amount Assets: Marketable securities held in Trust Account 1 $ 309,790,455 |
Organization And Plan Of Busi_2
Organization And Plan Of Business Operations - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||||
Dec. 15, 2023 | Nov. 14, 2023 | Oct. 14, 2023 | Apr. 18, 2023 | Aug. 16, 2022 | Jan. 13, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 13, 2023 | Dec. 11, 2023 | |
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Shares issued price per share | $ 10 | |||||||||
Gross proceeds from initial public offer | $ 300,000,000 | |||||||||
Proceeds from Issuance of Private Placement | $ 0 | $ 13,850,000 | ||||||||
Transaction Costs Of Issuance | 17,204,107 | |||||||||
Underwriting Fees Net Of Reimbursement By Underwriters | 5,760,000 | |||||||||
Reimbursement By Underwriters | 240,000 | |||||||||
Deferred Underwriting Commission Non Current | 10,500,000 | |||||||||
Cash deposited in Trust Account | $ 306,000,000 | 160,000 | 306,000,000 | |||||||
Per share payment made to acquire restricted investments | 10.20% | |||||||||
Term of restricted investments | 185 days | |||||||||
Percentage of net assets in the trust account for which the business combination shall be effected | 80% | |||||||||
Temporary Equity, Redemption Price Per Share | $ 10.2 | |||||||||
Minimum Net worth Needed To Consummate Business Combination | $ 5,000,001 | |||||||||
Percentage Of Shares That Can Be Transferred Without Any Restriction | 15% | |||||||||
Percentage Of Shares Redeemable In Case Business Combination Is Not Consummated | 100% | |||||||||
Time Limit Within Which Business Combination Shall Be Consummated From The Date Of Initial Public Offering | 15 months | |||||||||
Expenses payable on liquidation | $ 100,000 | |||||||||
Number Of Days Within Which Public Shares Shall Be Redeemed | 10 days | |||||||||
Per share amount available for distribution | $ 10 | |||||||||
Per share amount to be maintained in the trust account for distribution | $ 10.2 | |||||||||
Other offering costs | $ 944,107 | |||||||||
Cash at bank | $ 264,538 | |||||||||
Working capital | 5,394,929 | |||||||||
Percentage of Federal excise tax on share buy back | 1% | |||||||||
Effective date for levy of federal excise tax on stock buy back | Jan. 01, 2023 | |||||||||
Excise tax liability | $ 3,062,004 | |||||||||
Percentage of shares redeemable | 1% | |||||||||
Amount to be deposited in trust account | $ 30,000 | |||||||||
Per share value of the amount to be deposited in trust account | $ 0.045 | |||||||||
Temporary equity shares subject to redemption | 2,768,301 | |||||||||
Share price | $ 10.68 | |||||||||
Proceeds from sale of trust assets to pay expenses | $ 29,728,990 | |||||||||
Common stock to be redeemed | $ 29,728,990 | $ 0 | ||||||||
Unsecured Debt [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Debt instrument face value | $ 80,000 | $ 80,000 | ||||||||
Unsecured Debt [Member] | Asset, Held-in-Trust [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Cash deposited in Trust Account | $ 80,000 | $ 80,000 | ||||||||
Minimum [Member] | Post Business Combination [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 50% | |||||||||
Private Placement Warrants [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 13,850,000 | |||||||||
IPO [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 30,000,000 | |||||||||
Over-Allotment Option [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 3,900,000 | |||||||||
Private Placement [Member] | Private Placement Warrants [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Class of warrants or rights issued during the period units | 13,850,000 | |||||||||
Class of warrants or rights issue price per unit | $ 1 | |||||||||
Proceeds from Issuance of Private Placement | $ 13,850,000 | |||||||||
Common Class A [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Shares issued price per share | $ 10 | |||||||||
Temporary Equity, Redemption Price Per Share | $ 10.41 | $ 10.93 | $ 10.3 | |||||||
Temporary equity stock redeemed during the period shares | 26,564,308 | |||||||||
Common stock, shares outstanding | 7,499,999 | 0 | 2.95 | |||||||
Temporary equity shares outstanding | 667,391 | 30,000,000 | ||||||||
Common stock shares redeemable | 26,564,308 | 2,768,301 | ||||||||
Common stock value redeemable | $ 276,471,460 | $ 29,728,990 | ||||||||
Temporary equity shares subject to redemption | 2,768,301 | 2,768,301 | ||||||||
Common stock to be redeemed | $ 29,728,990 | |||||||||
Common Class A [Member] | Unsecured Debt [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 10.2 | $ 10.2 | ||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Conversion of shares converted | 7,499,999 | |||||||||
Temporary equity shares outstanding | 10,935,691 | |||||||||
Common Class A [Member] | IPO [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 30,000,000 | |||||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Stock issued during the period shares new issues | 3,900,000 | |||||||||
Common Class B [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Common stock, shares outstanding | 1 | 7,500,000 | ||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||
Organization Consolidation And Presentation Of Statement Of Financial Statements [Line Items] | ||||||||||
Conversion of permanent equity into temporary equity shares | 7,499,999 | |||||||||
Common stock, shares outstanding | 1 |
Summary Of Significant Accoun_4
Summary Of Significant Accounting Policies - Schedule of Series A common stock reflected in the consolidated balance sheet (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Gross proceeds | $ 300,000,000 | |
Less: Proceeds allocated to Public Warrants | (8,100,000) | |
Less: Series A common stock issuance costs | (16,699,058) | |
Less: Redemption | $ (276,471,460) | |
Less:Redemptions (redeemed in December 2023, paid in January 2024) | (29,728,990) | |
Plus: Remeasurement of carrying value to redemption value | 4,395,161 | 33,896,988 |
Plus: Series A common stock subject to possible redemption | $ 7,292,641 | $ 309,097,930 |
Summary Of Significant Accoun_5
Summary Of Significant Accounting Policies - Schedule of the calculation of basic and diluted net income per common stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Allocation of net income, as adjusted | $ 2,821,459 | $ 886,918 |
Redeemable common stock [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 1,693,350 | |
Denominator: | ||
Weighted average shares outstanding, basic | 11,257,894 | 28,438,356 |
Weighted average shares outstanding, diluted | 11,257,894 | 28,438,356 |
Basic and diluted income (loss) per share, basic | $ 0.15 | |
Basic and diluted income (loss) per share, diluted | $ 0.15 | |
Nonredeemable common stock [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 1,128,109 | |
Denominator: | ||
Weighted average shares outstanding, basic | 7,500,000 | |
Weighted average shares outstanding, diluted | 7,500,000 | |
Basic and diluted income (loss) per share, basic | $ 0.15 | |
Basic and diluted income (loss) per share, diluted | 0.15 | |
Common Class A [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 701,826 | |
Denominator: | ||
Weighted average shares outstanding, basic | 28,438,356 | |
Weighted average shares outstanding, diluted | 28,438,356 | |
Basic and diluted income (loss) per share, basic | 0.15 | $ 0.02 |
Basic and diluted income (loss) per share, diluted | 0.15 | $ 0.02 |
Common Class B [Member] | ||
Numerator: | ||
Allocation of net income, as adjusted | $ 185,092 | |
Denominator: | ||
Weighted average shares outstanding, basic | 7,500,000 | |
Weighted average shares outstanding, diluted | 7,500,000 | |
Basic and diluted income (loss) per share, basic | 0.15 | $ 0.02 |
Basic and diluted income (loss) per share, diluted | $ 0.15 | $ 0.02 |
Summary Of Significant Accoun_6
Summary Of Significant Accounting Policies - Additional Information (Details) - USD ($) | Jan. 19, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Cash Equivalents | $ 0 | $ 0 | |
Cash | 264,538 | 392,446 | |
Federal Deposit Insurance Corporation coverage | $ 250,000 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 28,850,000 | ||
Offering costs | $ 17,204,107 | ||
Offering costs allocated in temporary equity | 16,699,058 | ||
Offering costs allocated in shareholders equity | $ 505,049 | ||
Deferred offering costs | $ 0 | $ 0 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - $ / shares | 12 Months Ended | |
Jan. 13, 2022 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Sale of stock issue price per share | $ 10 | |
Public Warrant [Member] | Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Conversion Basis | Each Unit consists of one share of the Company’s Series A common stock and one-half of one redeemable warrant (“Public Warrant”). | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |
Class of warrants or rights exercise price per share | $ 11.5 | |
IPO [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during the period shares | 30,000,000 | |
IPO [Member] | Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during the period shares | 30,000,000 | |
Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during the period shares | 3,900,000 | |
Over-Allotment Option [Member] | Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Stock issued during the period shares | 3,900,000 |
Private Placement - Additional
Private Placement - Additional Information (Details) - Private Placement Warrant [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Common Class A [Member] | |
Private Placement [Line Items] | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 |
Class of warrants or rights exercise price per share | $ / shares | $ 11.5 |
Sponsor [Member] | |
Private Placement [Line Items] | |
Class of warrants or rights warrants issued during the period units | shares | 13,850,000 |
Class of warrants or rights warrants issued issue price per warrant | $ / shares | $ 1 |
Proceeds from the issuance of warrants | $ | $ 13,850,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 12 Months Ended | |||||||||||||
Jan. 13, 2022 $ / shares shares | Dec. 01, 2021 USD ($) shares | Oct. 25, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 18, 2023 $ / shares | Dec. 15, 2023 $ / shares | Dec. 12, 2023 USD ($) | Dec. 11, 2023 USD ($) shares | Dec. 08, 2023 USD ($) | Nov. 14, 2023 USD ($) | Oct. 14, 2023 USD ($) $ / shares | Apr. 18, 2023 shares | Dec. 31, 2022 USD ($) shares | Dec. 01, 2022 $ / shares | |
Related Party Transaction [Line Items] | ||||||||||||||
Share price | $ / shares | $ 10.68 | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period shares new issues | shares | 3,900,000 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Other Commitment | $ 1,655,000 | $ 15,000 | $ 1,630,000 | $ 10,000 | ||||||||||
Sponsor [Member] | Loans payable [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face value | $ 80,000 | |||||||||||||
Common stock held in trust | $ 80,000 | |||||||||||||
Debt instrument, unused borrowing capacity, amount | 160,000 | |||||||||||||
Sponsor [Member] | Working Capital Loans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Working capital loans convertible into equity warrants | $ 1,500,000 | |||||||||||||
Debt instrument conversion price per share | $ / shares | $ 1 | |||||||||||||
Working Capital Loans outstanding | $ 0 | $ 0 | ||||||||||||
Other Commitment | 1,750,000 | |||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face value | $ 250,000 | |||||||||||||
Sponsor [Member] | Promissory Note [Member] | Loans payable [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument face value | $ 80,000 | |||||||||||||
Related Party [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes payable to related party classified as current | 160,000 | 0 | ||||||||||||
Related Party [Member] | Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Notes payable to related party classified as current | $ 0 | $ 0 | ||||||||||||
Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | shares | 1 | 7,500,000 | ||||||||||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | shares | 3,750 | |||||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | shares | 1 | |||||||||||||
Common Class A [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, shares outstanding | shares | 7,499,999 | 2.95 | 0 | |||||||||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||||||||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period shares new issues | shares | 3,900,000 | |||||||||||||
Common Class A [Member] | Sponsor [Member] | Loans payable [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock, price per share | $ / shares | $ 10.2 | $ 10.2 | ||||||||||||
Common Class A [Member] | Sponsor [Member] | Restriction on Transfer of Sponsor Shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price | $ / shares | $ 12 | |||||||||||||
Lock in period of shares | 1 year | |||||||||||||
Number of trading days for determining share price | 20 days | |||||||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||||||
Waiting period after which the share trading days are considered | 150 days | |||||||||||||
Founder Shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock split ratio | 1.044 | 1.044 | ||||||||||||
Common stock, shares outstanding | shares | 7,503,750 | |||||||||||||
Founder Shares [Member] | Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price | $ / shares | $ 0.0001 | |||||||||||||
Stock issued during period shares new issues | shares | 250,000 | |||||||||||||
Founder Shares [Member] | Common Class B [Member] | Director [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period shares new issues | shares | 50,000 | |||||||||||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock shares issued during the period for services shares | shares | 7,187,500 | |||||||||||||
Fee Shares [Member] | Common Class B [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock shares issued during the period for services value | $ 362,500 | |||||||||||||
Stock shares issued during the period for services shares | shares | 50,000 | 50,000 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 7.25 | |||||||||||||
Stock- based compensation expense | $ 362,500 | |||||||||||||
Fee Shares [Member] | Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock shares issued during the period for services value | $ 25,000 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Apr. 04, 2023 | Jan. 07, 2022 | Dec. 31, 2023 | Dec. 11, 2023 | Dec. 31, 2022 | |
Other Commitments [Line Items] | |||||
Underwriting discount per share | $ 0.2 | ||||
Payment of underwriting discount | $ 6,000,000 | ||||
Deferred underwriting discount per share | $ 0.35 | ||||
Deferred underwriting commission | $ 10,500,000 | $ 10,500,000 | |||
percentage of advisory service fee | $ 0.08 | ||||
advisory service fee | $ 240,000 | ||||
Minimum value of net tangible assets | 5,000,001 | ||||
Minimum cash and cash equivalents | $ 8,700,000 | ||||
Common Class A [Member] | |||||
Other Commitments [Line Items] | |||||
Common stock held | 7,499,999 | 2.95 | 0 | ||
Common stock, shares, issued | 7,499,999 | 491,667 | 0 | ||
Common Class A [Member] | Sponsor [Member] | |||||
Other Commitments [Line Items] | |||||
Common stock, shares, issued | 2,458,333 | ||||
Common Class A [Member] | Abpro Bio Co [Member] | |||||
Other Commitments [Line Items] | |||||
Common stock, shares, issued | 983,333 | ||||
Common Class A [Member] | Abpro [Member] | |||||
Other Commitments [Line Items] | |||||
Common stock, shares, issued | 983,333 | ||||
Non Redemption Agreement [Member] | Common Class A [Member] | |||||
Other Commitments [Line Items] | |||||
Number of shares not available for Redemption | 3,300,900 | ||||
Threshold date for consummation of business combination one | Apr. 19, 2023 | ||||
Threshold date for consummation of business combination two | Oct. 19, 2023 | ||||
Threshold date for consummation of business combination three | Dec. 19, 2023 | ||||
Interse transfer of shares to be made | 825,225 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) | 12 Months Ended | |||||
Jan. 13, 2022 $ / shares shares | Oct. 25, 2021 $ / shares | Dec. 31, 2023 $ / shares shares | Dec. 15, 2023 $ / shares | Dec. 11, 2023 shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Number of days after consummation of business combination within which the securities shall be registered | 20 days | |||||
Number of days after which business combination within which securities registration shall be effective | 60 days | |||||
Share price | $ / shares | $ 10.68 | |||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||
From The Completion Of Business Combination [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of days after which business combination within which securities registration shall be effective | 61 days | |||||
From The Completion Of Initial Public Offer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of days after which business combination within which securities registration shall be effective | 60 days | |||||
Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights outstanding | 15,000,000 | 15,000,000 | ||||
Class of warrants or rights redemption price per unit | $ / shares | $ 0.01 | |||||
Minimum notice period to be given to the holders of warrants | 30 days | |||||
Public Warrants [Member] | From The Completion Of Business Combination [Member] | ||||||
Class of Stock [Line Items] | ||||||
Period after which the warrants are exercisable | 12 months | |||||
Public Warrants [Member] | From The Completion Of Initial Public Offer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Period after which the warrants are exercisable | 30 days | |||||
Private Placement Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Class of warrants or rights outstanding | 13,850,000 | 13,850,000 | ||||
Class of warrants or rights lock in period | 30 days | |||||
Founder Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares outstanding | 7,503,750 | |||||
Percentage of common stock issued and outstanding | 20% | |||||
Stock split ratio | 1.044 | 1.044 | ||||
Common Stock, Conversion Basis | one-for-one | |||||
Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
shares are subject to forfeiture | 978,500 | |||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Voting Rights | one vote | |||||
Common stock, shares issued | 7,499,999 | 491,667 | 0 | |||
Common stock, shares outstanding | 7,499,999 | 2.95 | 0 | |||
Temporary equity shares outstanding | 667,391 | 30,000,000 | ||||
Shares Issued, Price Per Share | $ / shares | $ 10 | |||||
Common Class A [Member] | Public Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price | $ / shares | $ 18 | |||||
Number of trading days for determining the share price | 20 days | |||||
Number of consecutive trading days for determining the share price | 30 days | |||||
Shares Issued, Price Per Share | $ / shares | $ 9.2 | |||||
Proceeds from equity used for funding business combination as a percentage of the total | 60% | |||||
Volume weighted average price of shares | $ / shares | $ 9.2 | |||||
per share redemption trigger price | $ / shares | $ 18 | |||||
Common Class A [Member] | Public Warrants [Member] | Adjusted Exercise Price One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 115% | |||||
Common Class A [Member] | Public Warrants [Member] | Adjusted Exercise Price Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Adjusted exercise price of warrants as a percentage of newly issued price | 180% | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Voting Rights | one vote | |||||
Common stock, shares issued | 1 | 7,500,000 | ||||
Common stock, shares outstanding | 1 | 7,500,000 | ||||
Percentage of common stock issued and outstanding | 20% | |||||
Common Class B [Member] | Founder Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Share price | $ / shares | $ 0.0001 | |||||
Common Class B [Member] | Over-Allotment Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited | 3,750 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Components of Deferred Tax Assets [Abstract] | ||
Net operating loss carryforward | $ 0 | $ 0 |
Startup/Organization Expenses | 686,905 | 388,575 |
Total deferred tax assets | 686,905 | 388,575 |
Valuation allowance | (686,905) | (388,575) |
Deferred tax assets, net of allowance | $ 0 | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of the Provision For Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current | $ 1,177,463 | $ 823,991 |
Deferred | (298,330) | (388,575) |
State | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | 298,330 | 388,575 |
Income tax provision | $ 1,177,463 | $ 823,991 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Meals & entertainment | 0% | 4.45% |
Business combination expenses | 0.24% | 0% |
Fines and penalties | 0.75% | 0% |
Change in valuation allowance | 7.46% | 22.71% |
Income tax provision | 29.45% | 48.16% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Change in valuation allowance | $ 298,330 | $ 388,575 |
Federal And State Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carry forwards | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements, Recurring and Nonrecurring (Details) - Asset Held In Trust [Member] | Dec. 31, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account | $ 309,790,455 |
Level [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Marketable securities held in Trust Account | $ 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Jan. 21, 2024 | Jan. 11, 2024 |
Subsequent Event [Line Items] | ||
Percentage of gross amount payable to sponsor raised from investors | 4% | |
Underwriter [Member] | ||
Subsequent Event [Line Items] | ||
Underwriter fee waived off | $ 4,290,000 | |
Stock shares issued during the period for services shares | 600,000 | |
Subsequent Event [Member] | Common Class A [Member] | Advisor [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issuable on acquisition | 200,000 |