Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 31, 2024 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document and Entity Information | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Transition Report | false | |||
Entity File Number | 001-41223 | |||
Entity Registrant Name | PAPAYA GROWTH OPPORTUNITY CORP. I | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Tax Identification Number | 87-3071107 | |||
Entity Address, Address Line One | 2201 Broadway, #705 | |||
Entity Address, City or Town | Oakland, | |||
Entity Address State Or Province | CA | |||
Entity Address, Postal Zip Code | 94612 | |||
City Area Code | 510 | |||
Local Phone Number | 214-3750 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
ICFR Auditor Attestation Flag | false | |||
Entity Ex Transition Period | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Entity Shell Company | true | |||
Entity Public Float | $ 103.8 | |||
Entity Central Index Key | 0001894057 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2023 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
Auditor Firm ID | 2468 | |||
Auditor Name | Citrin Cooperman & Company, LLP | |||
Auditor Location | New York, NY | |||
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant | ||||
Document and Entity Information | ||||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant | |||
Trading Symbol | PPYAU | |||
Security Exchange Name | NASDAQ | |||
Class A common stock | ||||
Document and Entity Information | ||||
Title of 12(b) Security | Shares of Class A common stock, par value $0.0001 per share, included as part of the Units | |||
Trading Symbol | PPYA | |||
Security Exchange Name | NASDAQ | |||
Entity Common Stock, Shares Outstanding | 8,239,404 | |||
Redeemable Warrants, each exercisable for one share of Class A common stock for $11.50 per share, included as part of the Units | ||||
Document and Entity Information | ||||
Title of 12(b) Security | Redeemable Warrants, each exercisable for one share of Class A common stock for $11.50 per share, included as part of the Units | |||
Trading Symbol | PPYAW | |||
Security Exchange Name | NASDAQ | |||
Class B common stock | ||||
Document and Entity Information | ||||
Entity Common Stock, Shares Outstanding | 0 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash | $ 2,013 | $ 320,067 |
Prepaid expenses and other assets | 43,677 | 216,608 |
Advance taxes paid | 41,000 | 41,000 |
Interest income receivable | 53,054 | |
Total current assets | 139,744 | 577,675 |
OTHER ASSETS | ||
Deferred tax asset | 542,806 | |
Cash and Investments held in Trust Account | 24,976,375 | 297,568,272 |
TOTAL ASSETS | 25,658,925 | 298,145,947 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 480,958 | 223,640 |
Due to affiliate | $ 174,000 | $ 14,500 |
Other Liability, Related Party, Type [Extensible Enumeration] | srt:AffiliatedEntityMember | srt:AffiliatedEntityMember |
Note payable - Related party | $ 2,624,070 | |
Notes Payable, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
State franchise tax payable | $ 40,200 | $ 200,800 |
Excise tax liability | 2,770,478 | |
State income tax payable | 27,000 | |
Deferred underwriting fees payable | 15,125,000 | 15,125,000 |
Total current liabilities | 21,214,706 | 15,590,940 |
Deferred tax liability | 555,020 | |
Total liabilities | 21,214,706 | 16,145,960 |
Class A common stock subject to possible redemption, $0.0001 par value; 2,303,207 and 28,750,000 shares at redemption value of $10.84 and $10.20 per share on December 31, 2023 and December 31, 2022, respectively | 24,976,375 | 293,250,000 |
STOCKHOLDERS' DEFICIT | ||
Accumulated deficit | (20,533,046) | (11,250,903) |
Total stockholders' deficit | (20,532,156) | (11,250,013) |
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT | 25,658,925 | 298,145,947 |
Class A common stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock | 137 | 137 |
Class A common stock subject to possible redemption | ||
CURRENT LIABILITIES | ||
COMMITMENTS AND CONTINGENCIESREDEEMABLE COMMON STOCK | ||
Class A common stock subject to possible redemption, $0.0001 par value; 2,303,207 and 28,750,000 shares at redemption value of $10.84 and $10.20 per share on December 31, 2023 and December 31, 2022, respectively | 24,976,375 | 293,250,000 |
Class B common stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock | $ 753 | $ 753 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 110,000,000 | 110,000,000 |
Class A common stock subject to possible redemption | ||
Common stock subject to possible redemption, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock subject to possible redemption, outstanding (in shares) | 2,303,207 | 28,750,000 |
Common stock subject to possible redemption, redemption value (in dollars per share) | $ 10.84 | $ 10.20 |
Class A common stock not subject to possible redemption | ||
Common stock, shares issued | 1,365,500 | 1,365,500 |
Common stock, shares outstanding | 1,365,500 | 1,365,500 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,528,875 | 7,528,875 |
Common stock, shares outstanding | 7,528,875 | 7,528,875 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING EXPENSES | ||
General and administrative | $ 1,907,007 | $ 1,928,794 |
Franchise tax | 200,000 | 200,000 |
Total expenses | 2,107,007 | 2,128,794 |
OTHER INCOME | ||
Interest earned on Investment in Trust Account | 5,608,405 | 497,081 |
Realized gain on investments held in Trust Account | 479,857 | |
Unrealized gain on marketable securities held in Trust Account | 3,821,190 | |
Total other income | 6,088,262 | 4,318,271 |
INCOME BEFORE PROVISION FOR INCOME TAXES | 3,981,255 | 2,189,477 |
Income tax expense | (1,553,174) | (639,020) |
NET INCOME | $ 2,428,081 | $ 1,550,457 |
Class A common stock | ||
OTHER INCOME | ||
Weighted-average shares outstanding, basic (in shares) | 13,886,929 | 28,630,352 |
Weighted-average shares outstanding, diluted (in shares) | 13,886,929 | 28,630,352 |
Basic net income per share (in dollars per share) | $ 0.76 | $ 1.19 |
Diluted net income per share (in dollars per share) | $ 0.76 | $ 1.19 |
Class B common stock | ||
OTHER INCOME | ||
Weighted-average shares outstanding, basic (in shares) | 7,528,875 | 7,528,875 |
Weighted-average shares outstanding, diluted (in shares) | 7,528,875 | 7,528,875 |
Basic net income per share (in dollars per share) | $ 0.11 | $ 0.04 |
Diluted net income per share (in dollars per share) | $ 0.11 | $ 0.04 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Class A common stock Common stock | Class B common stock Common stock | Additional Paid In Capital | Accumulated deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 753 | $ 24,247 | $ (32,972) | $ (7,972) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 7,528,875 | |||
Statement | |||||
Sale of private placement units including over-allotment | $ 137 | 13,654,863 | 13,655,000 | ||
Sale of private placement units including over-allotment (in shares) | 1,365,500 | ||||
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs) | 6,272,244 | 6,272,244 | |||
Accretion for Class A common stock to redemption value | $ (19,951,354) | (12,768,388) | (32,719,742) | ||
Net Income (Loss) | 1,550,457 | 1,550,457 | |||
Balance at the end at Dec. 31, 2022 | $ 137 | $ 753 | (11,250,903) | (11,250,013) | |
Balance at the end (in shares) at Dec. 31, 2022 | 1,365,500 | 7,528,875 | |||
Statement | |||||
Accretion for Class A common stock to redemption value | (8,939,746) | (8,939,746) | |||
Excise taxes on stock redemption | (2,770,478) | (2,770,478) | |||
Net Income (Loss) | 2,428,081 | 2,428,081 | |||
Balance at the end at Dec. 31, 2023 | $ 137 | $ 753 | $ (20,533,046) | $ (20,532,156) | |
Balance at the end (in shares) at Dec. 31, 2023 | 1,365,500 | 7,528,875 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 2,428,081 | $ 1,550,457 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on investments held in Trust Account | (5,608,405) | (497,081) |
Unrealized gain on investment held in Trust Account | (3,821,190) | |
Realized gain on investment held in Trust Account | (479,857) | |
Deferred taxes (benefit) | (1,097,826) | 555,020 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 172,931 | (216,608) |
Due to affiliate | 159,500 | 14,500 |
Accounts payable and accrued expenses | 257,318 | 171,578 |
Advance taxes paid | (41,000) | |
State income tax payable | (27,000) | 27,000 |
State franchise tax payable | (160,600) | 200,000 |
Net cash flows used in operating activities | (4,355,858) | (2,057,324) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Withdrawal from Trust Account for tax payments | 3,136,650 | |
Cash deposited in Trust Account | (1,722,916) | (293,250,000) |
Cash withdrawn from Trust Account in connection with Redemption | 277,213,371 | |
Net cash provided by (used in) investing activities | 278,627,105 | (293,250,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Redemption of Common stock | (277,213,371) | |
Payment of notes payable - related party | (145,000) | |
Proceeds from notes payable - related party | 2,624,070 | |
Proceeds from initial public offering, net of underwriters' discount | 282,500,000 | |
Proceeds from private placement units | 13,655,000 | |
Payment of offering costs | (404,600) | |
Net cash provided by (used in) financing activities | (274,589,301) | 295,605,400 |
NET CHANGE IN CASH | (318,054) | 298,076 |
CASH, BEGINNING OF PERIOD | 320,067 | 21,991 |
CASH, END OF PERIOD | 2,013 | 320,067 |
Supplemental disclosure of cash flow activities: | ||
Income taxes paid | 2,692,000 | 57,000 |
Supplemental disclosures of noncash financing activities: | ||
Deferred underwriting commissions payable | 15,125,000 | |
Initial value of Class A common stock subject to possible redemption | 293,250,000 | |
Excise taxes on stock redemption | 2,770,478 | |
Accretion for Class A common stock to redemption value | $ 8,939,746 | $ 32,719,742 |
Description of Organization, Bu
Description of Organization, Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization, Business Operations and Liquidity | |
Description of Organization, Business Operations and Liquidity | Note 1 — Description of Organization, Business Operations and Liquidity Papaya Growth Opportunity Corp. I (the “Company”) was incorporated in Delaware on October 8, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region 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 commenced any operations. All activity from October 8, 2021 (inception) through December 31, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO held in the Trust Account (defined below).The registration statement for the Company’s IPO was declared effective on January 13, 2022. On January 19, 2022, the Company consummated the IPO of 25,000,000 units (“Units”), including shares of Class A common stock in the Units offered (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end. Simultaneously with the closing of the IPO, the Company consummated the sale of 1,290,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Papaya Growth Opportunity I Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), and J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division (“CCM”), generating gross proceeds of $12,905,000 which is described in Note 4. Simultaneously with the closing of the IPO and the sale of the Private Placement Units, the Company consummated the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $37,500,000. Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 75,000 Private Placement Units to the Sponsor, generating gross proceeds of $750,000. Offering costs for the IPO and sale of the Private Placement Units and Overallotment Units amounted to $20,697,498, consisting of $5,000,000 of upfront underwriting fees, $15,125,000 of deferred underwriting fees payable (which are held in the Trust Account), and $572,498 of other offering costs. As described in Note 6, the $15,125,000 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination by up to January 19, 2025, 36 months from the closing of the IPO, subject to the terms of the underwriting agreement. Following the closing of the IPO and the sale of the Private Placement Units and Overallotment Units, $293,250,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, Overallotment Units, and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account are invested in (i) interest - bearing bank demand deposit accounts, (ii) uninvested, (iii) 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 (iv) money market funds selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3), (d)(4) and (d)(5) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units and Overallotment Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination. The Company will provide the 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. 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 $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., Public Warrants as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place. Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the 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 applicable law or stock exchange listing requirements, 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 Sponsor has agreed to vote its Placement Shares (as defined in Note 4), Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, the 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 sold in the IPO, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment. On April 12, 2023, the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination up to six (6) times for an additional one (1) month each time, from April 19, 2023 to October 19, 2023 (which is 21 months from the closing of the IPO). On August 30, 2023, the Company’s stockholders approved an amendment to the Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination up to four (4) times for an additional (1) month each time from October 19, 2023 to February 19, 2024 by depositing into the Company’s trust account for each one-month extension the lesser of (a) $30,000 and (b) $0.03 for each then outstanding share after giving effect to any redemptions. On December 7, 2023, Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), received a letter (the “Letter”) from the staff at The Nasdaq Global Market (“Nasdaq”) notifying the Company that, for the 30 consecutive trading days prior to the date of the Letter, the Company’s common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on Nasdaq. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq. On February 16, 2024, the Company’s stockholders approved an amendment to the Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination up to eleven (11) times for an additional (1) month each time from February 19, 2024 to January 19, 2025 by depositing into the Company’s trust account for each one-month extension the lesser of (a) $30,000 and (b) $0.02 for each then outstanding share after giving effect to any redemptions. If a Business Combination is not consummated by January 19, 2025, which is 36 months from the closing of the IPO, in compliance with the requirements set forth in the Certificate of Incorporation for such an extension (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 The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares (as defined in Note 5) and the Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within 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 residual assets remaining available for distribution (including Trust Account assets) will be only the $10.20 per share initially held in the Trust Account. 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 vendor 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. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO 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, 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. Liquidity, Going Concern, and Management’s Plan Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs and there is no guarantee that the Company will receive such funds. As of December 31, 2023, the Company does not have sufficient working capital and will need to borrow additional funds from its Sponsor in order to fund its operations through one year from the date of this filing. As of December 31, 2023, the Company had cash of $2,013 and a working capital deficit of $609,268. As of the date of the financial statements, $224,000 has been drawn from the $1.2 million promissory note provided from the Sponsor on February 16, 2024. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in Note 1, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until January 19, 2025, 36 months from the closing of the IPO, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination during the specified period. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination by January 19, 2025, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination prior to January 19, 2025. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is 1% of the fair market value of any shares repurchased by the repurchasing corporation during a taxable year, which may be potentially netted by the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this 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, this excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. As any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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 financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and are held in cash. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in the fair value of these securities are included in unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2023 and 2022, the Company had $24,976,375 and $297,568,272, respectively, held in the Trust Account. On December 31, 2023, substantially all of the assets held in the Trust Account were held in cash in primarily one financial institution. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023 and December 31, 2022, 2,303,207 and 28,750,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets, respectively. On April 12, 2023, the Company held a special meeting of its stockholders in connection with which the holders of 18,885,901 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.3988 per share, for an aggregate redemption amount of $196,390,058. Following such redemptions, 9,864,099 Public Shares remained outstanding. On August 30, 2023, the Company held a special meeting of its stockholders in connection with which the holders of 7,560,892 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.6897 per share, for an aggregate redemption amount of $80,823,312. Following such redemptions, 2,303,207 Public Shares remained outstanding as of December 31, 2023. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (6,756,250) Class A common stock issuance costs (20,213,492) Plus: Remeasurement of carrying value to redemption value 32,719,742 Class A common stock subject to possible redemption value as of December 31, 2022 $ 293,250,000 Plus: Accretion of common stock to redemption value 8,939,746 Less: Redemption of common stock (277,213,371) Class A common stock subject to possible redemption value as of December 31, 2023 $ 24,976,375 Offering Costs Associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $20,697,498, which were charged against additional paid-in capital upon the completion of the IPO. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2023, and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Deferred Offering Costs Deferred offering costs consist of direct costs incurred through the balance sheet date that are directly related to the IPO and that were charged to stockholders’ deficit upon the completion of the IPO. Fair Value of Financial Instruments 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 the Company's assessment of the assumptions that market participants would use in pricing the asset or liability. Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. Income and State Franchise Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740"), which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements carrying amounts and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate is 27.94% for the year ended December 31, 2023, and 29.84% for the year ended December 31, 2022. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of a complex financial instrument, the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in the current period based on 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through December 31, 2023. 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and December 31, 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 is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware and California on an annual basis. The total provision for (benefit) from income taxes is comprised of the following: December 31, 2023 December 31, 2022 Current expense -federal $ 1,800,000 $ 57,000 Current expense-state 851,000 27,000 Deferred expense (benefit) (1,097,826) 555,020 Change in valuation allowance — — Total income tax expense $ 1,553,174 $ 639,020 Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, 2023 December 31, 2022 Deferred tax assets: $ — $ — Start-up costs $ 542,806 — Net operating loss — — Total deferred tax assets 542,806 — Deferred tax liability — (555,020) Valuation allowance for deferred tax assets — — Net deferred tax asset (liability) $ 542,806 $ (555,020) A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, 2023 December 31, 2022 Statutory federal income tax rate 19.10 % 21.00 % State taxes, net of federal tax benefit 8.84 % 8.84 % Valuation allowance 0.00 % 0.00 % Effective income tax rate 27.94 % 29.84 % Net Income per Common Stock The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. For the year ended December 31, 2023 Class A Stock Class B Stock Basic and diluted net income per share: Numerator: Allocation of net income, including accretion of temporary equity $ 10,514,218 $ 853,609 Denominator: Weighted-average shares outstanding 13,886,929 7,528,875 Basic and diluted net income per share $ 0.76 $ 0.11 For the year ended December 31, 2022 Class A Stock Class B Stock Basic and diluted net income per share: Numerator: Allocation of net income, including accretion of temporary equity $ 33,947,371 $ 322,828 Denominator: Weighted-average shares outstanding 28,630,352 7,528,875 Basic and diluted net income per share $ 1.19 $ 0.04 Stock Compensation Expense In connection with the Company’s IPO, Founder Shares were sold to certain independent directors from among the Sponsor’s pool of Founder Shares at the price paid by the Sponsor (par value of $0.0001). Although these Founder Shares were purchased by the independent directors for value, under ASC 718, “Compensation – Stock Compensation” (“ASC 718”), these Founder Shares may be deemed stock-based compensation. The Company accounts for stock-based compensation expense in accordance with ASC 718, under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The fair value of the 25,000 Founder Shares granted to an independent director by the Sponsor on January 12, 2023, was $43,000 or $1.72 per share. The fair value of the 180,000 Founder Shares granted to certain independent directors by the Sponsor on December 8, 2022 was $414,000 or $2.30 per share, and the fair value of the 410,000 Founder Shares granted to certain independent directors on December 21, 2021 was $3,079,100 or $7.51 per share. During 2022, 180,000 shares of the Founder Shares granted on December 21, 2021 were terminated. The Company used a Monte Carlo Model simulation to arrive at the fair value of the stock compensation. The key assumptions in the option pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar SPAC warrants and technology exchange funds within the Company’s stated industry target and with terms until the exercise date. The Company’s Founder Shares sold to independent directors (see Note 5) were deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized for the years ended December 31, 2023 and 2022. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13 –Financial Instruments –Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have an impact on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, 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 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering In the IPO, the Company sold 28,750,000 Units (including 3,750,000 Overallotment Units) at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one |
Private Placement Units
Private Placement Units | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement Units | |
Private Placement Units | Note 4 — Private Placement Units On January 19, 2022, simultaneously with the consummation of the IPO and sale of the Overallotment Units, the Company consummated the issuance and sale of 1,365,500 Private Placement Units (including 75,000 Private Placement Units purchased simultaneously with the Overallotment Units) in a private placement transaction at a price of $10.00 per Private Placement Unit, generating gross proceeds of $13,655,000, to the Sponsor (1,115,500 Private Placement Units), Cantor (212,500 Private Placement Units), and CCM (37,500 Private Placement Units). Each Private Placement Unit consists of one share of Class A common stock (the “Placement Shares”) and one A portion of the proceeds from the sale of the Private Placement Units was added to the proceeds from the IPO (including the sale of the Overallotment Units) to be 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 Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and any underlying securities will be worthless. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related-Party Transactions | |
Related-Party Transactions | Note 5 — Related-Party Transactions Founder Shares On October 19, 2021, the Sponsor purchased 7,452,500 shares (the “Founder Shares”) of the Company’s Class B common stock, par value $0.0001 (“Class B common stock”) for an aggregate price of $25,000 (see Note 7). On November 19, 2021, the Company effected a 1.0102482-for-1 split of the Company’s Class B common stock, such that the Sponsor owns 7,528,875 Founder Shares. The Founder Shares will automatically convert into shares of Class A common stock at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described below. Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment, at any time. The Initial Stockholders agreed to forfeit up to 956,250 Founder Shares to the extent that the overallotment option was not exercised in full by the underwriters. Since the overallotment option was exercised in full, the 956,250 Founder Shares are no longer subject to forfeiture. The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A) one year after the completion of the Company’s initial Business Combination and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the Company’s initial Business Combination that results in all of the Company’s stockholders having the right to exchange their Class A common stock for cash, securities or other property, except to certain permitted transferees. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s Initial Stockholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days Related-Party Loans On October 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). This Note became due upon the closing of the IPO. The Note was non-interest bearing. As of December 31, 2021, the Note had an outstanding balance of $145,000. On January 19, 2022, the day the IPO was consummated, there was $145,000 outstanding on the loan, which was repaid fully on January 24, 2022. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. These warrants would be identical to the Private Placement Warrants. As of December 31, 2023 and December 31, 2022, there were no Working Capital Loans outstanding. Issuance of unsecured Promissory Note – Related Party On April 17, 2023, the Company issued a promissory note (the “Promissory Note”) to the Sponsor. Pursuant to the Promissory Note, the Sponsor agreed to loan the Company up to an aggregate principal amount of $2.8 million. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which the Company consummates a Business Combination (the “Maturity Date”). If the Company does not consummate a Business Combination, it may use a portion of any funds held outside the Trust Account to repay the Promissory Note; however, no proceeds from the Trust Account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. At the Maturity Date, the Sponsor may receive, at its option and in lieu of repayment in cash of all or any portion of the amount outstanding under the Promissory Note, the same consideration to be received by holders of the Company’s Class A common stock at the closing of the Company’s initial business combination, on the basis of two (2) shares of Class A common stock for each $10.00 loaned thereunder. The Sponsor (or one or more of its affiliates or third-party designees) made monthly payments of $320,583 from April to August, and $30,000 from September to December towards extension payment. As of December 31, 2023, the Company has borrowed $2,624,070 under the Promissory Note. Support Services The Company pays the Sponsor a fee of up to $33,333 per month for the use of office and administrative support services following the consummation of the IPO until the earlier of the consummation of the Business Combination or liquidation. As of December 31, 2023, $174,000 had been accrued as outstanding expensed outstanding expensed The Company pays FintechForce, Inc., an entity affiliated with our Chief Financial Officer, a fee of $15,000 per month for consulting services, financial planning and analysis and general professional services. As of December 31, 2023, $7,500 had been accrued under this agreement and is included in accounts payable and accrued expenses in the accompanying balance sheet and $173,730 had been expensed under the arrangement. As of December 31, 2022, $7,500 had been accrued and paid under this agreement and is included in accounts payable and accrued expenses in the accompanying balance sheet and $152,176 had been expensed under the arrangement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated January 13, 2022. These holders will be entitled to certain demands and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 3,750,000 additional Units to cover overallotments, if any, at the IPO price less the underwriting discounts and commissions. On January 19, 2022, the underwriters fully exercised their overallotment option and purchased 3,750,000 Units at $10.00 per Unit. The underwriters were paid an underwriting discount of $0.20 per unit, or $5,000,000 in the aggregate, upon the closing of the IPO . An additional $0.50 per unit, or $12,500,000, plus an additional $0.70 per Overallotment Unit or $2,625,000 (or $15,125,000 in the aggregate) is payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters 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. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity (Deficit) | |
Stockholders' Equity (Deficit) | Note 7 — Stockholders’ Equity (Deficit) Class A Common Stock Class B Common Stock Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders except as required by law. The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B common stock shall convert into Class A common stock will be adjusted (unless the holders of a majority of the outstanding Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, on an as-converted basis, 20.0% of the sum of the total number of all common stock outstanding upon the completion of the IPO (excluding the Private Placement Units purchased by the Sponsor) plus all Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination. Holders of Founder Shares may also elect to convert their Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. Preferred Stock — Public Warrants — The Public Warrants will become exercisable 30 days after the completion of a Business Combination. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of an initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 per Public Warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 -trading day period commencing at any time after the Public Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying the Public Warrants. 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 Class A common stock issuable on exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described in the next paragraph, the warrants will not be adjusted for issuances of shares of Class A common stock at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete an initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public 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 respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. Private Placement Warrants — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 8 — Fair Value Measurements 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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023 and 2022, the cash held is $2,013 and $320,067 respectively. Prior to December 11, 2023, funds in the Trust Account were held in U.S. government treasury obligations with a maturity of 90 days or in money market funds investing solely in U.S. treasury securities. At December 11, 2023, the Company liquidated the money market funds held in the Trust Account to hold all funds in the Trust account in cash in an interest bearing account until the earlier of consummation of the Company’s initial business combination or liquidation. At December 31, 2023 and 2022, the assets held in the Trust Account are held in cash (not investments held at fair value) and U.S. treasury securities, respectively. The following table presents information about the Company's assets that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 297,568,272 — — Total $ 297,568,272 — — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 9 — Subsequent Events The Company has evaluated subsequent events through the date these financial statements were issued and determined that, other than as set forth below, there were no material subsequent events that would require adjustment or disclosure. On February 16, 2024, the Company held a special meeting of stockholders (the “February Special Meeting”) at which its stockholders approved a further amendment to its Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination up to eleven (11) times for an additional (1) month each time from February 19, 2024 to January 19, 2025 (which is 36 months from the closing of the IPO) by depositing into the trust account for each one-month extension the lesser of (a) $30,000 and (b) $0.02 for each then outstanding share after giving effect to any redemptions. In connection with the February Special Meeting, the holders of 1,592,678 public shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $17,430,007. Following such redemptions, 710,529 public shares remained outstanding. In addition, the Company issued a promissory note (the “Promissory Note”) to our sponsor. Pursuant to the Promissory Note, our sponsor agreed to loan us up to an aggregate principal amount of $1.2 million. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the date on which we consummate a business combination (the “Maturity Date”). If the Company do not consummate a business combination, the Company may use a portion of any funds held outside the trust account to repay the Promissory Note; however, no proceeds from the trust account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the unpaid amounts would be forgiven. On February 16, 2024, the Sponsor determined to convert all the outstanding shares of Class B common stock into shares of Class A common stock on a one-for-one basis (the “Class B Conversion”). Notwithstanding the Class B Conversion, the Sponsor, as well as the Company’s officers and directors, will not be entitled to receive any funds held in the trust account with respect to any shares of Class A common stock issued to such holders as a result of the Class B Conversion, and no additional amounts will be deposited into the trust account in respect of shares of Class A common stock held by the Sponsor. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Inflation Reduction Act of 2022 | Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is 1% of the fair market value of any shares repurchased by the repurchasing corporation during a taxable year, which may be potentially netted by the fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In addition, a number of exceptions apply to this 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, this excise tax. On December 27, 2022, the Treasury published Notice 2023-2, which provided clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax. As any such excise tax would be payable by us and not by the redeeming holder, it could cause a reduction in the value of our Class A common stock, cash available with which to effectuate a Business Combination or cash available for distribution in a subsequent liquidation. Whether and to what extent we would be subject to the excise tax in connection with a business combination will depend on a number of factors, including (i) the structure of the business combination, (ii) the fair market value of the redemptions and repurchases in connection with the business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the business combination (or any other equity issuances within the same taxable year of the business combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury. |
Emerging Growth Company | Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of 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 financial statements. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities and are held in cash. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in the fair value of these securities are included in unrealized gain on investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2023 and 2022, the Company had $24,976,375 and $297,568,272, respectively, held in the Trust Account. On December 31, 2023, substantially all of the assets held in the Trust Account were held in cash in primarily one financial institution. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ deficit. The Company’s Public Shares sold in the IPO feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2023 and December 31, 2022, 2,303,207 and 28,750,000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets, respectively. On April 12, 2023, the Company held a special meeting of its stockholders in connection with which the holders of 18,885,901 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.3988 per share, for an aggregate redemption amount of $196,390,058. Following such redemptions, 9,864,099 Public Shares remained outstanding. On August 30, 2023, the Company held a special meeting of its stockholders in connection with which the holders of 7,560,892 Public Shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.6897 per share, for an aggregate redemption amount of $80,823,312. Following such redemptions, 2,303,207 Public Shares remained outstanding as of December 31, 2023. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (6,756,250) Class A common stock issuance costs (20,213,492) Plus: Remeasurement of carrying value to redemption value 32,719,742 Class A common stock subject to possible redemption value as of December 31, 2022 $ 293,250,000 Plus: Accretion of common stock to redemption value 8,939,746 Less: Redemption of common stock (277,213,371) Class A common stock subject to possible redemption value as of December 31, 2023 $ 24,976,375 |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering Offering costs consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs amounted to $20,697,498, which were charged against additional paid-in capital upon the completion of the IPO. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2023, and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of direct costs incurred through the balance sheet date that are directly related to the IPO and that were charged to stockholders’ deficit upon the completion of the IPO. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 the Company's assessment of the assumptions that market participants would use in pricing the asset or liability. |
Warrant Instruments | Warrant Instruments The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. The Company concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment. |
Income and State Franchise Taxes | Income and State Franchise Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740"), which requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements carrying amounts and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate is 27.94% for the year ended December 31, 2023, and 29.84% for the year ended December 31, 2022. While ASC 740 identifies usage of the effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual, or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of a complex financial instrument, the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in the current period based on 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the unusual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision based on actual results through December 31, 2023. 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 to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and December 31, 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 is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware and California on an annual basis. The total provision for (benefit) from income taxes is comprised of the following: December 31, 2023 December 31, 2022 Current expense -federal $ 1,800,000 $ 57,000 Current expense-state 851,000 27,000 Deferred expense (benefit) (1,097,826) 555,020 Change in valuation allowance — — Total income tax expense $ 1,553,174 $ 639,020 Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. The net deferred tax assets and liabilities in the accompanying balance sheets included the following components: December 31, 2023 December 31, 2022 Deferred tax assets: $ — $ — Start-up costs $ 542,806 — Net operating loss — — Total deferred tax assets 542,806 — Deferred tax liability — (555,020) Valuation allowance for deferred tax assets — — Net deferred tax asset (liability) $ 542,806 $ (555,020) A reconciliation of the statutory federal income tax rate (benefit) to the Company’s effective tax rate is as follows: December 31, 2023 December 31, 2022 Statutory federal income tax rate 19.10 % 21.00 % State taxes, net of federal tax benefit 8.84 % 8.84 % Valuation allowance 0.00 % 0.00 % Effective income tax rate 27.94 % 29.84 % |
Net Income per Common Stock | Net Income per Common Stock The Company has two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class B common stock (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of common stock. For the year ended December 31, 2023 Class A Stock Class B Stock Basic and diluted net income per share: Numerator: Allocation of net income, including accretion of temporary equity $ 10,514,218 $ 853,609 Denominator: Weighted-average shares outstanding 13,886,929 7,528,875 Basic and diluted net income per share $ 0.76 $ 0.11 For the year ended December 31, 2022 Class A Stock Class B Stock Basic and diluted net income per share: Numerator: Allocation of net income, including accretion of temporary equity $ 33,947,371 $ 322,828 Denominator: Weighted-average shares outstanding 28,630,352 7,528,875 Basic and diluted net income per share $ 1.19 $ 0.04 |
Stock Compensation Expense | Stock Compensation Expense In connection with the Company’s IPO, Founder Shares were sold to certain independent directors from among the Sponsor’s pool of Founder Shares at the price paid by the Sponsor (par value of $0.0001). Although these Founder Shares were purchased by the independent directors for value, under ASC 718, “Compensation – Stock Compensation” (“ASC 718”), these Founder Shares may be deemed stock-based compensation. The Company accounts for stock-based compensation expense in accordance with ASC 718, under which stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with compensation recognized once the event is deemed probable to occur. The fair value of equity awards has been estimated using a market approach. Forfeitures are recognized as incurred. The fair value of the 25,000 Founder Shares granted to an independent director by the Sponsor on January 12, 2023, was $43,000 or $1.72 per share. The fair value of the 180,000 Founder Shares granted to certain independent directors by the Sponsor on December 8, 2022 was $414,000 or $2.30 per share, and the fair value of the 410,000 Founder Shares granted to certain independent directors on December 21, 2021 was $3,079,100 or $7.51 per share. During 2022, 180,000 shares of the Founder Shares granted on December 21, 2021 were terminated. The Company used a Monte Carlo Model simulation to arrive at the fair value of the stock compensation. The key assumptions in the option pricing model utilized are assumptions related to expected separation date of Units, anticipated business combination date, purchase price, share-price volatility, expected term, exercise date, risk-free interest rate and present value. The expected volatility as of the IPO closing date was derived based upon similar SPAC warrants and technology exchange funds within the Company’s stated industry target and with terms until the exercise date. The Company’s Founder Shares sold to independent directors (see Note 5) were deemed within the scope of ASC 718 and are subject to a performance condition, namely the occurrence of a Business Combination. Compensation expense related to the Founder Shares transferred is recognized only when the performance condition is probable of occurrence, or more specifically when a Business Combination is consummated. Therefore, no stock-based compensation expense has been recognized for the years ended December 31, 2023 and 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13 –Financial Instruments –Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have an impact on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, 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 | |
Summary of Significant Accounting Policies | |
Schedule of class A common stock reflected in the balance sheet | Gross proceeds $ 287,500,000 Less: Proceeds allocated to Public Warrants (6,756,250) Class A common stock issuance costs (20,213,492) Plus: Remeasurement of carrying value to redemption value 32,719,742 Class A common stock subject to possible redemption value as of December 31, 2022 $ 293,250,000 Plus: Accretion of common stock to redemption value 8,939,746 Less: Redemption of common stock (277,213,371) Class A common stock subject to possible redemption value as of December 31, 2023 $ 24,976,375 |
Schedule of total provision (benefit) for income taxes | December 31, 2023 December 31, 2022 Current expense -federal $ 1,800,000 $ 57,000 Current expense-state 851,000 27,000 Deferred expense (benefit) (1,097,826) 555,020 Change in valuation allowance — — Total income tax expense $ 1,553,174 $ 639,020 |
Schedule of net deferred tax assets and liabilities | December 31, 2023 December 31, 2022 Deferred tax assets: $ — $ — Start-up costs $ 542,806 — Net operating loss — — Total deferred tax assets 542,806 — Deferred tax liability — (555,020) Valuation allowance for deferred tax assets — — Net deferred tax asset (liability) $ 542,806 $ (555,020) |
Schedule of reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate | December 31, 2023 December 31, 2022 Statutory federal income tax rate 19.10 % 21.00 % State taxes, net of federal tax benefit 8.84 % 8.84 % Valuation allowance 0.00 % 0.00 % Effective income tax rate 27.94 % 29.84 % |
Schedule of basic and diluted net income (loss) per share | For the year ended December 31, 2023 Class A Stock Class B Stock Basic and diluted net income per share: Numerator: Allocation of net income, including accretion of temporary equity $ 10,514,218 $ 853,609 Denominator: Weighted-average shares outstanding 13,886,929 7,528,875 Basic and diluted net income per share $ 0.76 $ 0.11 For the year ended December 31, 2022 Class A Stock Class B Stock Basic and diluted net income per share: Numerator: Allocation of net income, including accretion of temporary equity $ 33,947,371 $ 322,828 Denominator: Weighted-average shares outstanding 28,630,352 7,528,875 Basic and diluted net income per share $ 1.19 $ 0.04 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of company's assets that are measured at fair value on a recurring basis | Quoted Prices in Significant Other Significant Other Active Markets Observable Inputs Unobservable Inputs December 31, 2022 (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account - U.S. Treasury Securities $ 297,568,272 — — Total $ 297,568,272 — — |
Description of Organization, _2
Description of Organization, Business Operations and Liquidity (Details) | 12 Months Ended | ||||||
Feb. 16, 2024 USD ($) $ / shares | Apr. 12, 2023 | Jan. 19, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) | Aug. 30, 2023 USD ($) $ / shares | Apr. 17, 2023 USD ($) | |
Description of Organization, Business Operations and Liquidity | |||||||
Condition for future business combination number of businesses minimum | item | 1 | ||||||
Purchase price per unit | $ / shares | $ 10.20 | $ 10.20 | |||||
Offering costs | $ 20,697,498 | ||||||
Upfront underwriting fees | 5,000,000 | ||||||
Deferred underwriting fees payable | 15,125,000 | $ 15,125,000 | $ 15,125,000 | ||||
Other offering costs | 572,498 | ||||||
Aggregate deferred underwriting fee payable | 15,125,000 | 15,125,000 | |||||
Cash | 2,013 | 320,067 | |||||
Working capital deficit | 609,268 | ||||||
Loan from sponsor | $ 2,624,070 | ||||||
Months to complete business combination | 21 months | 36 months | |||||
Investment of cash into trust account | $ 293,250,000 | $ 1,722,916 | $ 293,250,000 | ||||
Maturity term of U.S. government securities | 185 days | ||||||
Condition for future business combination use of proceeds percentage | 80 | ||||||
Condition for future business combination threshold percentage ownership | 50 | ||||||
Threshold percentage of public shares subject to redemption without company prior written consent | 15% | ||||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | ||||||
Business combination, conditions, deposits in trust account, maximum | $ 30,000 | ||||||
Business Combination, Conditions, Maximum Deposits in trust account per share of outstanding share, net of redemptions | $ / shares | $ 0.03 | ||||||
Promissory Note with Related Party | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Maximum borrowing capacity of related party promissory note | $ 2,800,000 | ||||||
Subsequent Events | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Business combination, conditions, deposits in trust account, maximum | $ 30,000 | ||||||
Business Combination, Conditions, Maximum Deposits in trust account per share of outstanding share, net of redemptions | $ / shares | $ 0.02 | ||||||
Extended period | 36 months | ||||||
Redemption period upon closure | 10 days | ||||||
Maximum allowed dissolution expenses | $ 100,000 | ||||||
Subsequent Events | Promissory Note with Related Party | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | ||||||
Initial public offering | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Number of units sold | shares | 25,000,000 | ||||||
Purchase price per unit | $ / shares | $ 10 | ||||||
Proceeds from issuance initial public offering | $ 250,000,000 | ||||||
Private placement | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Sale of private placement units (in shares) | shares | 1,290,500 | ||||||
Price of warrant | $ / shares | $ 10 | ||||||
Over-allotment option | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Number of units sold | shares | 3,750,000 | 3,750,000 | |||||
Sale of private placement units (in shares) | shares | 75,000 | ||||||
Sale of additional units | shares | 3,750,000 | ||||||
Gross proceeds | $ 37,500,000 | ||||||
Sponsor | Promissory Note with Related Party | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Loan from sponsor | $ 224,000 | ||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | ||||||
Sponsor | Private placement | |||||||
Description of Organization, Business Operations and Liquidity | |||||||
Aggregate purchase price | $ 12,905,000 | ||||||
Sale of an additional Private Placement Units | shares | 75,000 | ||||||
Proceeds from issuance of additional private placement units | $ 750,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||||||
Jan. 12, 2023 USD ($) $ / shares shares | Dec. 08, 2022 USD ($) $ / shares shares | Dec. 21, 2021 USD ($) $ / shares | Dec. 31, 2023 USD ($) item $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 30, 2023 USD ($) $ / shares shares | Apr. 12, 2023 USD ($) $ / shares shares | |
Summary of Significant Accounting Policies | |||||||
Cash equivalents | $ 0 | ||||||
Cash held in trust account | $ 24,976,375 | $ 297,568,272 | |||||
Assets held in trust account in cash, number of financial institutions | item | 1 | ||||||
Redemption price per share | $ / shares | $ 10.6897 | ||||||
Unrecognized tax benefits | $ 0 | ||||||
Amount accrued for the payment of interest and penalties | 0 | ||||||
Stock based compensation expenses recognized | $ 0 | $ 0 | |||||
Effective tax rates | 27.94% | 29.84% | |||||
Founder shares | |||||||
Summary of Significant Accounting Policies | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Founder shares granted | shares | 25,000 | 180,000 | 410,000 | ||||
Fair value of founder shares | $ 43,000 | $ 414,000 | $ 3,079,100 | ||||
Share price | $ / shares | $ 1.72 | $ 2.30 | $ 7.51 | ||||
Share terminated | shares | 180,000 | ||||||
Initial public offering | |||||||
Summary of Significant Accounting Policies | |||||||
Offering costs | $ 20,697,498 | ||||||
Class A common stock | |||||||
Summary of Significant Accounting Policies | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Class A common stock subject to possible redemption | |||||||
Summary of Significant Accounting Policies | |||||||
Common stock subject to possible redemption, outstanding (in shares) | shares | 2,303,207 | 28,750,000 | 2,303,207 | 9,864,099 | |||
Number of shares exercised to redeem | shares | 7,560,892 | 18,885,901 | |||||
Redemption price per share | $ / shares | $ 10.84 | $ 10.20 | $ 10.3988 | ||||
Aggregate redemption amount | $ 80,823,312 | $ 196,390,058 | |||||
Shares outstanding | shares | 2,303,207 | 28,750,000 | 2,303,207 | 9,864,099 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Class A common stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A common stock reflected in the balance sheet | ||
Class A common stock subject to possible redemption value, beginning of the period | $ 293,250,000 | |
Class A common stock subject to possible redemption value, end of the period | 24,976,375 | $ 293,250,000 |
Class A common stock subject to possible redemption | ||
Class A common stock reflected in the balance sheet | ||
Gross proceeds | 287,500,000 | |
Less: Proceeds allocated to Public Warrants | (6,756,250) | |
Class A common stock issuance costs | (20,213,492) | |
Plus: Accretion of common stock to redemption value | 8,939,746 | 32,719,742 |
Less: Redemption of common stock | (277,213,371) | |
Class A common stock subject to possible redemption value, beginning of the period | 293,250,000 | |
Class A common stock subject to possible redemption value, end of the period | $ 24,976,375 | $ 293,250,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Income and State Franchise Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current expense -federal | $ 1,800,000 | $ 57,000 |
Current expense-state | 851,000 | 27,000 |
Deferred expense (benefit) | (1,097,826) | 555,020 |
Total income tax expense | 1,553,174 | 639,020 |
Deferred tax assets: | ||
Start-up costs | 542,806 | |
Total deferred tax assets | 542,806 | |
Deferred tax liability | $ (555,020) | |
Net deferred tax asset (liability) | $ (542,806) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Reconciliation of the statutory federal income tax rate (benefit) to the Company's effective tax rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Statutory federal income tax rate (in percent) | 19.10% | 21% |
State taxes, net of federal tax benefit (in percent) | 8.84% | 8.84% |
Valuation allowance (in percent) | 0% | 0% |
Effective income tax rate, Percent, Total | 27.94% | 29.84% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Reconciliation of Net Income (Loss) per Common Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A common stock | ||
Basic and diluted net income (loss) per share: | ||
Allocation of net income , including accretion of temporary equity | $ 10,514,218 | $ 33,947,371 |
Weighted-average shares outstanding, basic (in shares) | 13,886,929 | 28,630,352 |
Weighted-average shares outstanding, diluted (in shares) | 13,886,929 | 28,630,352 |
Basic net income per share (in dollars per share) | $ 0.76 | $ 1.19 |
Diluted net income per share (in dollars per share) | $ 0.76 | $ 1.19 |
Class B common stock | ||
Basic and diluted net income (loss) per share: | ||
Allocation of net income , including accretion of temporary equity | $ 853,609 | $ 322,828 |
Weighted-average shares outstanding, basic (in shares) | 7,528,875 | 7,528,875 |
Weighted-average shares outstanding, diluted (in shares) | 7,528,875 | 7,528,875 |
Basic net income per share (in dollars per share) | $ 0.11 | $ 0.04 |
Diluted net income per share (in dollars per share) | $ 0.11 | $ 0.04 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 12 Months Ended | |
Jan. 19, 2022 | Dec. 31, 2023 | |
Initial Public Offering | ||
Purchase price per unit | $ 10.20 | $ 10.20 |
Number of shares in a unit | 2 | |
Initial public offering | ||
Initial Public Offering | ||
Number of units sold | 25,000,000 | |
Purchase price per unit | $ 10 | |
Initial public offering | Class A common stock | ||
Initial Public Offering | ||
Number of units sold | 28,750,000 | |
Purchase price per unit | $ 10 | |
Number of shares in a unit | 1 | |
Number of warrants issued per unit | 0.5 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.50 | |
Over-allotment option | ||
Initial Public Offering | ||
Number of units sold | 3,750,000 | 3,750,000 |
Private Placement Units (Detail
Private Placement Units (Details) - USD ($) | 12 Months Ended | |
Jan. 19, 2022 | Dec. 31, 2023 | |
Private Placement Units | ||
Number of shares in a unit | 2 | |
Over-allotment option | ||
Private Placement Units | ||
Number of units sold | 3,750,000 | 3,750,000 |
Number of warrants to purchase shares issued | 75,000 | |
Private placement | ||
Private Placement Units | ||
Number of warrants to purchase shares issued | 1,290,500 | |
Price of warrants | $ 10 | |
Private placement | Private placement warrants | ||
Private Placement Units | ||
Number of units sold | 1,365,500 | |
Price of warrants | $ 10 | |
Aggregate purchase price | $ 13,655,000 | |
Number of warrants issued per unit | 0.5 | |
Private placement | Private placement warrants | Class A common stock | ||
Private Placement Units | ||
Number of shares in a unit | 1 | |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.50 | |
Private placement | Sponsor | ||
Private Placement Units | ||
Aggregate purchase price | $ 12,905,000 | |
Private placement | Sponsor | Private placement warrants | ||
Private Placement Units | ||
Number of units sold | 1,115,500 | |
Private placement | Cantor | Private placement warrants | ||
Private Placement Units | ||
Number of units sold | 212,500 | |
Private placement | CCM | Private placement warrants | ||
Private Placement Units | ||
Number of units sold | 37,500 |
Related-Party Transactions - Fo
Related-Party Transactions - Founder Shares (Details) | 12 Months Ended | |||
Nov. 19, 2021 shares | Oct. 19, 2021 USD ($) $ / shares shares | Dec. 31, 2023 D $ / shares | Dec. 31, 2022 $ / shares | |
Related-Party Transactions | ||||
Common stock split ratio | 1.0102482 | |||
Class B common stock | ||||
Related-Party Transactions | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Founder Shares | ||||
Related-Party Transactions | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Founder Shares | Sponsor | Class B common stock | ||||
Related-Party Transactions | ||||
Number of shares issued | shares | 7,452,500 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Aggregate purchase price | $ | $ 25,000 | |||
Aggregate number of shares owned | shares | 7,528,875 | |||
Numbers of shares forfeited | shares | 956,250 | |||
shares no longer subject forfeiture | shares | 956,250 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Related-Party Transactions - Is
Related-Party Transactions - Issuance of unsecured Promissory note (Details) - USD ($) | 4 Months Ended | 5 Months Ended | |
Apr. 17, 2023 | Dec. 31, 2023 | Aug. 31, 2023 | |
Related-Party Transactions | |||
Outstanding balance of related party note | $ 2,624,070 | ||
Note Payable - Related Party | |||
Related-Party Transactions | |||
Monthly payments made by the Sponsor towards extension payment | 30,000 | $ 320,583 | |
Promissory Note with Related Party | |||
Related-Party Transactions | |||
Maximum borrowing capacity of related party promissory note | $ 2,800,000 | ||
Proceeds from the Trust Account that may be used for repayment | $ 0 | ||
Outstanding balance of related party note | $ 2,624,070 | ||
Promissory Note with Related Party | Class A common stock | |||
Related-Party Transactions | |||
Number of shares issuable for each $10.00 loaned under the promissory note | 2 | ||
Share price | $ 10 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 12 Months Ended | ||||
Jan. 19, 2022 | Oct. 19, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related-Party Transactions | |||||
Loan from sponsor | $ 2,624,070 | ||||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | srt:AffiliatedEntityMember | srt:AffiliatedEntityMember | |||
Operating Cost and Expense, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | |||
Accounts payable and accrued expenses | $ 480,958 | $ 223,640 | |||
Payment to affiliate | $ 174,000 | $ 14,500 | |||
Other Liability, Related Party, Type [Extensible Enumeration] | srt:AffiliatedEntityMember | srt:AffiliatedEntityMember | |||
Promissory Note with Related Party | Sponsor | |||||
Related-Party Transactions | |||||
Loan from sponsor | $ 224,000 | ||||
Related-Party Loans | |||||
Related-Party Transactions | |||||
Loan from sponsor | $ 300,000 | ||||
Outstanding loan | $ 145,000 | $ 145,000 | |||
Loan conversion agreement warrant | $ 1,500,000 | ||||
Price of warrants (in dollars per share) | $ 1 | ||||
Working capital loan | $ 0 | $ 0 | |||
Support Services | |||||
Related-Party Transactions | |||||
Expenses incurred and paid | 173,730 | 152,176 | |||
Consulting and professional services fee per month | 15,000 | ||||
Accounts payable and accrued expenses | 7,500 | 7,500 | |||
Support Services | Sponsor | |||||
Related-Party Transactions | |||||
Expenses per month | 33,333 | ||||
Due to affiliate balance | 174,000 | 14,500 | |||
Expenses incurred and paid | $ 174,000 | $ 161,875 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Jan. 19, 2022 | Dec. 31, 2023 | |
Commitments and Contingencies | ||
Underwriting discount per unit | $ 0.50 | |
Aggregate underwriter cash discount | $ 12,500,000 | |
Deferred fee per unit | $ 0.70 | |
Aggregate deferred underwriting fee payable | $ 15,125,000 | $ 15,125,000 |
Over-allotment option | ||
Commitments and Contingencies | ||
Underwriters granted option | 45 days | |
Number of units sold | 3,750,000 | 3,750,000 |
Share price | $ 10 | |
Underwriting discount per unit | $ 0.20 | |
Aggregate underwriter cash discount | $ 5,000,000 | |
Payment of deferred underwriting commissions | $ 2,625,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Common Stock (Details) | 12 Months Ended | |||
Dec. 31, 2023 Vote $ / shares shares | Aug. 30, 2023 shares | Apr. 12, 2023 shares | Dec. 31, 2022 $ / shares shares | |
Class A common stock | ||||
Stockholders' Equity (Deficit) | ||||
Common stock, shares authorized | 110,000,000 | 110,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Shares conversion ratio in business combination | 1 | |||
Class A common stock subject to possible redemption | ||||
Stockholders' Equity (Deficit) | ||||
Common stock subject to possible redemption, outstanding (in shares) | 2,303,207 | 2,303,207 | 9,864,099 | 28,750,000 |
Class A common stock not subject to possible redemption | ||||
Stockholders' Equity (Deficit) | ||||
Common stock, shares outstanding | 1,365,500 | 1,365,500 | ||
Class B common stock | ||||
Stockholders' Equity (Deficit) | ||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares outstanding | 7,528,875 | 7,528,875 | ||
Common stock, votes per share | Vote | 1 | |||
Number of common stock issuable pursuant to Initial business combination, as a percent of outstanding shares | 20 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Preferred Stock (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders' Equity (Deficit) | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Warrants (Details) | 12 Months Ended | |
Dec. 31, 2023 D $ / shares shares | Dec. 31, 2022 shares | |
Class A Common Stock Price Per Share Equals Or Exceeds18.00 | ||
Stockholders' Equity (Deficit) | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 18 | |
Threshold trading days for redemption of public warrants | 20 days | |
Threshold consecutive trading days for redemption of public warrants | D | 30 | |
Public Warrants | ||
Stockholders' Equity (Deficit) | ||
Warrants issued | 14,375,000 | 14,375,000 |
Warrants outstanding | 14,375,000 | 14,375,000 |
Warrants exercisable term from the completion of business combination | 30 days | |
Warrants exercisable for cash | 0 | |
Public Warrants expiration term | 5 years | |
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Private Warrants | ||
Stockholders' Equity (Deficit) | ||
Warrants outstanding | 682,750 | 682,750 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 10, 2023 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | |||
Investments held in Trust Account - U.S. Treasury Securities | $ 24,976,375 | $ 297,568,272 | |
Cash | $ 2,013 | 320,067 | |
Maturity term of funds Held in the government treasury obligations | 90 days | ||
Level 1 | Recurring | |||
Assets: | |||
Investments held in Trust Account - U.S. Treasury Securities | 297,568,272 | ||
Level 1 | U.S. Treasury Securities | Recurring | |||
Assets: | |||
Investments held in Trust Account - U.S. Treasury Securities | $ 297,568,272 |
Subsequent Events (Details)
Subsequent Events (Details) | Feb. 16, 2024 USD ($) $ / shares shares | Apr. 17, 2023 USD ($) | Dec. 31, 2023 $ / shares shares | Aug. 30, 2023 USD ($) $ / shares shares | Apr. 12, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares |
Subsequent Events | ||||||
Business combination, conditions, deposits in trust account, maximum | $ 30,000 | |||||
Business Combination, Conditions, Maximum Deposits in trust account per share of outstanding share, net of redemptions | $ / shares | $ 0.03 | |||||
Redemption price per share | $ / shares | $ 10.6897 | |||||
Promissory Note with Related Party | ||||||
Subsequent Events | ||||||
Maximum borrowing capacity of related party promissory note | $ 2,800,000 | |||||
Proceeds from the Trust Account that may be used for repayment | $ 0 | |||||
Class A common stock subject to possible redemption | ||||||
Subsequent Events | ||||||
Number of shares exercised to redeem | shares | 7,560,892 | 18,885,901 | ||||
Redemption price per share | $ / shares | $ 10.84 | $ 10.3988 | $ 10.20 | |||
Aggregate redemption amount | $ 80,823,312 | $ 196,390,058 | ||||
Shares outstanding | shares | 2,303,207 | 2,303,207 | 9,864,099 | 28,750,000 | ||
Class B common stock | ||||||
Subsequent Events | ||||||
Common stock convertible from one class to another, conversion ratio | 1 | |||||
Subsequent Events | ||||||
Subsequent Events | ||||||
Business combination, conditions, deposits in trust account, maximum | $ 30,000 | |||||
Business Combination, Conditions, Maximum Deposits in trust account per share of outstanding share, net of redemptions | $ / shares | $ 0.02 | |||||
Subsequent Events | Promissory Note with Related Party | ||||||
Subsequent Events | ||||||
Maximum borrowing capacity of related party promissory note | $ 1,200,000 | |||||
Proceeds from the Trust Account that may be used for repayment | $ 0 | |||||
Subsequent Events | Class A common stock subject to possible redemption | ||||||
Subsequent Events | ||||||
Number of shares exercised to redeem | shares | 1,592,678 | |||||
Redemption price per share | $ / shares | $ 10.94 | |||||
Aggregate redemption amount | $ 17,430,007 | |||||
Shares outstanding | shares | 710,529 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 2,428,081 | $ 1,550,457 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |