Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 19, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | GORES HOLDINGS IX, INC. | ||
Entity Central Index Key | 0001894630 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | true | ||
Entity File Number | 001-41215 | ||
Entity Address Address Line1 | 6260 Lookout Road | ||
Entity Address City Or Town | Boulder | ||
Entity Address State Or Province | CO | ||
Entity Address Postal Zip Code | 80301 | ||
Entity Tax Identification Number | 86-1593799 | ||
City Area Code | 303 | ||
Local Phone Number | 531-3100 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation State Country Code | DE | ||
Entity Public Float | $ 538,130 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | New York, New York, USA | ||
Auditor Firm ID | 100 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock Shares Outstanding | 6,029,977 | ||
Security12b Title | Class A Common Stock | ||
Trading Symbol | GHIX | ||
Security Exchange Name | NASDAQ | ||
Class F Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock Shares Outstanding | 13,125,000 | ||
Warrants | |||
Document Information [Line Items] | |||
Security12b Title | Warrants | ||
Trading Symbol | GHIXW | ||
Security Exchange Name | NASDAQ | ||
Units | |||
Document Information [Line Items] | |||
Security12b Title | Units | ||
Trading Symbol | GHIXU | ||
Security Exchange Name | NASDAQ |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,842,524 | $ 378,072 |
Prepaid expenses | 25,186 | 944,461 |
Total current assets | 1,867,710 | 1,322,533 |
Investments held in Trust Account | 555,541,639 | 531,940,494 |
Total assets | 557,409,349 | 533,263,027 |
Current liabilities: | ||
Accrued expenses, formation and offering costs | 360,875 | 27,446 |
State franchise tax accrual | 40,000 | 200,000 |
Income tax payable | 2,596,715 | 121,667 |
Total current liabilities | 3,647,590 | 949,113 |
Liabilities Noncurrent [Abstract] | ||
Deferred income tax payable | 518,136 | 509,185 |
Deferred underwriting compensation | 18,375,000 | 18,375,000 |
Total liabilities | 25,640,726 | 24,741,631 |
Commitments and contingencies | ||
Class A Common Stock subject to possible redemption, 52,500,000 shares at December 31, 2023 and 52,500,000 shares at December 31, 2022 (at redemption value of $10.56 and $10.12 per share, respectively, par value $10.00) | 554,482,346 | 531,037,712 |
Stockholders' deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding at December 31, 2023 and December 31, 2022 | ||
Accumulated deficit | (22,715,036) | (22,517,629) |
Total stockholders' deficit | (22,713,723) | (22,516,316) |
Total liabilities and stockholders' deficit | 557,409,349 | 533,263,027 |
Class F Common Stock | ||
Stockholders' deficit: | ||
Common stock value | 1,313 | 1,313 |
Related Party | ||
Current liabilities: | ||
Notes payable - related party | 650,000 | 600,000 |
Public Warrants | ||
Liabilities Noncurrent [Abstract] | ||
Warrants derivative liability | 2,100,000 | 3,325,000 |
Private Placement Warrants | ||
Liabilities Noncurrent [Abstract] | ||
Warrants derivative liability | $ 1,000,000 | $ 1,583,333 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class A subject to possible redemption, shares | 52,500,000 | 52,500,000 |
Class A subject to possible redemption, redemption value per share | $ 10.56 | $ 10.12 |
Temporary equity, par value | 10 | 10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Class F Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 13,125,000 | 13,125,000 |
Common stock, shares outstanding | 13,125,000 | 13,125,000 |
STATEMENT OF OPERATIONS (Unaudi
STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Professional fees and other expenses | $ (1,836,585) | $ (1,430,672) |
State franchise taxes, other than income tax | (200,000) | (200,000) |
Net loss from operations | (2,036,585) | (1,630,672) |
Change in fair value of public and private warrant liabilities | 1,808,333 | 11,366,667 |
Allocated expense for warrant issuance cost | (617,225) | |
Income from investments held in Trust Account | 26,426,823 | 7,564,018 |
Net income before income taxes | 26,198,571 | 16,682,788 |
Provision for income tax | (2,951,344) | (630,852) |
Net income | $ 23,247,227 | $ 16,051,936 |
Class A Common Stock | ||
Weighted average shares outstanding, basic | 52,500,000 | 50,631,000 |
Earnings per share, basic | $ (0.10) | $ (0.47) |
Weighted average shares outstanding, diluted | 52,500,000 | 50,631,000 |
Earnings per share, diluted | $ (0.10) | $ (0.47) |
Class F Common Stock | ||
Weighted average shares outstanding, basic | 13,125,000 | 13,125,000 |
Earnings per share, basic | $ (0.10) | $ (0.47) |
Weighted average shares outstanding, diluted | 13,125,000 | 13,125,000 |
Earnings per share, diluted | $ (0.10) | $ (0.47) |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT) - USD ($) | Total | Common Stock Class F Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ 18,888 | $ 1,509 | $ 23,491 | $ (6,112) |
Beginning Balance (in shares) at Dec. 31, 2021 | 15,093,750 | |||
Forfeited Class F Common Stock by Sponsor | $ (197) | 197 | ||
Forfeited Class F Common Stock by Sponsor (in shares) | (1,968,750) | |||
Excess of fair value paid by founders for warrants | 7,250,000 | 7,250,000 | ||
Subsequent measurement of Class A Common Stock subject to redemption against additional paid-in capital | (7,273,688) | $ (7,273,688) | ||
Subsequent measurement of Class A Common Stock subject to redemption against accumulated deficit | (32,525,740) | (32,525,740) | ||
Net income | 16,051,936 | 16,051,936 | ||
Increase in redemption value of Class A Common Stock subject to redemption | (6,037,712) | (6,037,712) | ||
Ending Balance at Dec. 31, 2022 | (22,516,316) | $ 1,313 | (22,517,629) | |
Ending Balance (in shares) at Dec. 31, 2022 | 13,125,000 | |||
Net income | 23,247,227 | 23,247,227 | ||
Increase in redemption value of Class A Common Stock subject to redemption | (23,444,634) | (23,444,634) | ||
Ending Balance at Dec. 31, 2023 | $ (22,713,723) | $ 1,313 | $ (22,715,036) | |
Ending Balance (in shares) at Dec. 31, 2023 | 13,125,000 |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 23,247,227 | $ 16,051,936 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Allocated expense for warrant issuance cost | 617,225 | |
Dividends reinvested in the Trust Account | (26,426,822) | (7,564,018) |
Gain from change in fair value of private and public warrant liabilities | (1,808,333) | (11,366,667) |
Changes in operating assets and liabilities: | ||
State franchise tax accrual | (160,000) | 195,930 |
Income tax payable | 2,475,048 | 121,667 |
Deferred income tax | 8,951 | 509,185 |
Prepaid assets | 919,275 | (944,461) |
Accrued expenses, formation and offering costs | 333,429 | (134,300) |
Net cash used in operating activities | (1,411,225) | (2,513,503) |
Cash flows from investing activities: | ||
Cash deposited in Trust Account | (525,000,000) | |
Cash withdrawn from Trust Account for tax and regulatory expenses | 2,825,677 | 623,524 |
Net cash provided by/(used in) investing activities | 2,825,677 | (524,376,476) |
Cash flows from financing activities: | ||
Proceeds from sale of Units in initial public offering | 525,000,000 | |
Proceeds from sale of Private Placement Warrants to Sponsor | 12,500,000 | |
Proceeds from notes payable – related party | 650,000 | 600,000 |
Repayment of notes and advances payable – related party | (600,000) | (300,000) |
Payment of underwriters’ discounts and commissions | (10,500,000) | |
Payment of accrued offering costs | (179,109) | |
Net cash provided by financing activities | 50,000 | 527,120,891 |
Net change in cash | 1,464,452 | 230,912 |
Cash at beginning of period | 378,072 | 147,160 |
Cash at end of period | 1,842,524 | 378,072 |
Supplemental disclosure of non-cash financing activities: | ||
Offering costs included in accrued expenses, formation and offering costs | 337,544 | |
Deferred underwriting compensation | 18,375,000 | |
Supplemental disclosure of income and franchise taxes paid: | ||
Cash paid for income and state franchise taxes | $ 50,350 | $ 4,070 |
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) | $ 23,247,227 | $ 16,051,936 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 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 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General Gores Holdings IX, Inc. (the “Company”) was incorporated in Delaware on January 19, 2021 . The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company has neither engaged in any operations nor generated any revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s Sponsor is Gores Sponsor IX, LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31st as its fiscal year-end. At December 31, 2023, the Company had not commenced any operations. All activity for the Period from January 19, 2021 (inception) through January 13, 2022 relates to the Company’s formation and initial public offering (“Public Offering”) described below. The Company subsequently completed the Public Offering on January 14, 2022 (the “IPO Closing Date”). The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. Subsequent to the Public Offering, the Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the sale of the Private Placement Warrants (as defined below) held in the Trust Account (as defined below). Financing Upon the IPO Closing Date and the sale of the Private Placement Warrants, an aggregate of $ 525,000,000 was placed in a Trust Account with Deutsche Bank Trust Company Americas (the “Trust Account”) acting as Trustee. The Company intends to finance a Business Combination with the net proceeds from its $ 525,000,000 Public Offering and its sale of $ 12,500,000 of Private Placement Warrants, less redemptions exercised in January 2024. Trust Account Funds held in the Trust Account can be invested only in U.S. government treasury bills or money market with a maturity of one hundred and eighty-five (185) days or less or in money market funds meeting certain conditions under Rule 2a‑7 under the Investment Company Act that invest only in direct U.S. government obligations. As of December 31, 2023 and December 31, 2022, the Trust Account consisted of money market funds. The Company’s second amended and restated certificate of incorporation provides that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”) by December 6, 2024 (or such earlier date as determined by the Company's board of directors) and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100 % of such public shares of common stock if the Company does not complete the Business Combination by December 6, 2024 (or such earlier date as determined by the Company's board of directors) from the closing of the Public Offering; or (iii) the redemption of 100 % of the public shares of common stock if the Company is unable to complete a Business Combination by December 6, 2024 (or such earlier date as determined by the Company's board of directors) from the closing of the Public Offering, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under Nasdaq rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. Currently, the Company will not redeem its public shares of common stock in an amount that would cause its net tangible assets to be less than $ 5,000,001 . In such case, the Company would not proceed with the redemption of its public shares of common stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of common stock will be recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”) in subsequent periods. The Company will have until December 6, 2024 (or such earlier date as determined by the Company's board of directors) from the IPO Closing Date to complete its Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $ 100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account in the event the Company does not complete a Business Combination within the required time period. 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 less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startup (“JOBS”) Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2023 and December 31, 2022 and the results of operations and cash flows for the periods presented. Operating results for the years ended December 31, 2023 and 2022, are not necessarily indicative of results that may be expected for any other period. Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class F Common Stock (the “Founder Shares”). Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Company has recognized these changes, resulting in a net loss per common share. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. At December 31, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock. For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Class A Class F Class A Class F Basic and diluted net loss per common share: Numerator: Allocation of net loss including accretion of temporary equity $ ( 4,988,095 ) $ ( 1,247,024 ) $ ( 23,653,533 ) $ ( 6,131,671 ) Denominator: Weighted-average shares outstanding 52,500,000 13,125,000 50,631,000 13,125,000 Basic and diluted net loss per common share $ ( 0.10 ) $ ( 0.10 ) $ ( 0.47 ) $ ( 0.47 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which throughout the year regularly exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature (except for the derivative warrant liabilities, see Note 7). Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4 – Related Party Transactions) (collectively, “Warrant Securities”) in accordance with ASC 815-40, "Derivatives and Hedging — Contracts in Entity’s Own Equity," and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering”. Offering costs were $ 29,391,653 (including $ 28,875,000 in underwriters’ fees) consisting principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and are charged to temporary equity upon the completion of the Public Offering. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling $ 617,225 are reflected as an expense in the statements of operations. Redeemable Common Stock As discussed in Note 3, all of the 52,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. 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 and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2023 and December 31, 2022. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2023 and December 31, 2022. Investments Held in Trust Account The Company’s portfolio of investments was comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof until January 2024, when the trustee liquidated such investments and moved the proceeds to an interest-bearing demand deposit account. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. Money market funds are presented at fair value at the end of each reporting period. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100 % of such public shares of common stock if the Company does not complete the Business Combination by December 6, 2024; or (iii) the redemption of 100 % of the public shares of common stock if the Company is unable to complete a Business Combination by December 6, 2024, subject to the requirements of law and stock exchange rules. As of December 31, 2022, the Company had $ 531,940,494 in the Trust Account. As of December 31, 2023, the Company had $ 555,541,639 in the Trust Account which may be utilized for a Business Combination. At December 31, 2023, the Trust Account consisted of money market funds, which are presented at fair value. Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, "Debt-Debt with Conversion and Other Options" (Subtopic 470-20) and "Derivatives and Hedging-Contracts in Entity’s Own Equity" (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for a smaller reporting company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company continues to evaluate the impact of ASU 2020-06 on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Liquidity and Going Concern Consideration In connection with an assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until December 6, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If the Company does not complete its Business Combination by December 6, 2024, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $ 100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In addition, at December 31, 2023 and December 31, 2022, the Company had current liabilities of $ 3,647,590 and $ 949,113 , respectively, and working capital (deficit) of ($ 1,779,880 ) and $ 373,420 , respectively. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2023 and amounts are continuing to accrue. In order to finance ongoing operating costs, the Sponsor or an affiliate of the Sponsor may provide the Company with additional working capital via a Sponsor Loan (see Note 4) . 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by December 6, 2024, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by December 6, 2024, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 6, 2024. The amount of time remaining to finalize a Business Combination does raise substantial doubt in the Company as a going concern. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering Public Units On January 14, 2022, the Company sold 52,500,000 units at a price of $ 10.00 per unit (the “Units”), generating gross proceeds of $ 525,000,000 . Each Unit consists of one share of the Company’s Class A Common Stock (the “public shares”), and one-third of one redeemable common stock purchase warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A Common Stock. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or prior to the 24 -month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of common stock issuable upon exercise of the Warrants. The Company paid an upfront underwriting discount of 2.00 % ($ 10,500,000 ) of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.50 % ($ 18,375,000 ) of the per Unit offering price payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount. The public warrants issued as part of the Units are accounted for as liabilities as there are terms and features that do not qualify for equity classification in FASB ASC Topic 815-40 “Derivatives and Hedging – Contracts in Entity’s Own Equity.” The fair value of the public warrants at December 31, 2022 was a liability of $ 3,325,000 . At December 31, 2023, the fair value has decreased to $ 2,100,000 . The change in fair value of $ 1,225,000 is reflected as a gain in the statements of operations. All of the 52,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Given that the Class A Common Stock was issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A Common Stock classified as temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt – Debt with Conversion and Other Options.” Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). As of December 31, 2023, the Class A Common Stock reflected on the balance sheet is reconciled in the following table. As of December 31, 2023 Gross proceeds $ 525,000,000 Less: Proceeds allocated to public warrants ( 11,025,000 ) Class A shares issuance costs ( 28,774,428 ) Plus: Accretion of carrying value to redemption value 39,799,428 Increase in redemption value of Class A Common Stock subject to possible redemption 29,482,346 Class A Common Stock subject to possible redemption $ 554,482,346 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On July 8, 2021, the Sponsor purchased 15,093,750 shares of Class F Common Stock, par value $ 0.0001 per share, of the Company (the “Founder Shares”) for $ 25,000 , or approximately $ 0.002 per share. On January 11, 2022, the Sponsor transferred 25,000 Founder Shares to each of the independent directors at their original purchase price. On February 25, 2022, the Sponsor forfeited 1,968,750 Founder Shares following the expiration of the unexercised portion of underwriters’ over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20 % of the outstanding shares of common stock. At December 31, 2023 and December 31, 2022, there was an aggregate of 13,125,000 and 13,125,000 Founder Shares outstanding, respectively. The Founder Shares are identical to the Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A Common Stock at the time of the Business Combination on a one -for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. The sale of the Founder Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of December 31, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares that ultimately vest multiplied times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 8,333,333 whole warrants at a price of $ 1.50 per warrant (a purchase price of approximately $ 12,500,000 ) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $ 11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the public warrants sold as part of the units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Consistent with the public warrants, the private warrants are accounted for as liabilities under ASC Topic 814-40, due to their terms. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon the conversion of working capital loans, if any, hold registration rights (in the case of the Founder Shares, only after conversion of such shares to shares of Class A Common Stock) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on January 14, 2022. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan On July 8, 2021, the Company borrowed $ 300,000 by the issuance of an unsecured promissory note from the Sponsor for $ 300,000 to cover expenses related to the Public Offering. This Note was non-interest bearing and payable on the earlier of January 31, 2023 or the completion of the Public Offering. The Note was repaid upon completion of the Public Offering. This facility is no longer available. On February 7, 2022, the Sponsor made available to the Company a loan of up to $ 4,000,000 pursuant to a promissory note issued by the Company to the Sponsor. The proceeds from the note will be used for ongoing operational expenses and certain other expenses in connection with the Business Combination. The note, as amended, is unsecured, non-interest bearing and matures on the earlier of: (i) December 6, 2024 or (ii) the date on which the Company consummates the Business Combination. As of December 31, 2023 and December 31, 2022, the amount advanced by Sponsor to the Company was $ 650,000 and $ 600,000 , respectively. Administrative Services Agreement The Company entered into an administrative services agreement pursuant to which it agreed to pay to an affiliate of the Sponsor $ 20,000 per month for office space, utilities and secretarial support. Services commenced on January 11, 2022 (the date the securities were first listed on The Nasdaq Stock Market) and will terminate upon the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. For the year ended December 31, 2023, the Company incurred and paid the affiliate $ 240,000 . For the year ended December 31, 2022, the Company incurred and paid the affiliate $ 232,903 . |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company is committed to pay a deferred underwriting discount totaling $ 18,375,000 or 3.50 % of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2023 and December 31, 2022 is as follows: Year Ended Year Ended December 31, 2023 December 31, 2022 Income tax expense/(benefit) at the federal statutory rate $ 5,507,401 $ 3,503,385 Warrant liability ( 379,750 ) ( 2,387,000 ) State income taxes - net of federal income tax benefits ( 10,351 ) 2,311 Stock issuance - 129,617 Dividends received deduction ( 2,595,094 ) ( 615,965 ) Cash to accrual true-up 429,137 - Change in valuation allowance - ( 1,496 ) Total income tax expense $ 2,951,344 $ 630,852 Current/Deferred Taxes Year Ended Year Ended December 31, 2022 December 31, 2022 Current income tax expense Federal $ 2,862,562 $ 121,667 State 79,831 - Total current income tax expense 2,942,393 121,667 Deferred income tax expense Federal ( 62,535 ) 507,087 State 71,486 2,098 Total deferred income tax expense 8,951 509,185 Provision for income taxes $ 2,951,344 $ 630,852 Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 Deferred tax assets Accrued expenses $ 91,473 $ 55,670 Net operating losses - 81,837 Total deferred tax assets 91,473 137,507 Valuation allowance - - Net deferred tax assets 91,473 137,507 Deferred tax liabilities Prepaids ( 6,164 ) ( 231,166 ) Accrued income ( 603,445 ) ( 415,526 ) Total deferred tax liabilities ( 609,609 ) ( 646,692 ) Net Deferred Tax Liability $ ( 518,136 ) $ ( 509,185 ) A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and December 31, 2022 is as follows: December 31, 2023 December 31, 2022 Federal Statutory Rate 21.0 % 21.0 % Items Driving Rate Increase/(Decrease) Facilitative Expenses 0.0 % 0.0 % Fed Deduction for State Taxes Paid 0.0 % 0.0 % Stock Issuance 0.0 % 0.8 % Penalty 0.0 % 0.0 % Current State Tax Liability, net of federal benefit 0.0 % 0.0 % PY Federal Return-To-Provision True-up 1.6 % 0.0 % Warrant Liability - 1.4 % - 14.3 % Dividends Received Deduction - 9.9 % - 3.7 % State Deferred Tax Expense 0.0 % 0.0 % Change in State Tax Rate 0.0 % 0.0 % Change in State Valuation Allowance 0.0 % 0.0 % Change in Federal Valuation Allowance 0.0 % 0.0 % 11.3 % 3.8 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | . Fair Value Measurement The Company complies with ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. Warrants The Company has determined that warrants issued in connection with its initial public offering in January 2022 are subject to treatment as a liability. The Company utilized a Monte Carlo simulation methodology to value the warrants for periods prior to public warrant trading and observable transactions for subsequent periods, with changes in fair value recognized in the statements of operations. The estimated fair value of the warrant liability is determined using Level 1 and Level 2 inputs. The key assumptions in the option pricing model utilized are assumptions related to expected share-price volatility, expected term, risk-free interest rate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank-check’ companies that recently went public. Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement when the Public Warrants were separately listed and traded in an active market in March 2022. The estimated fair value of the Private Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement as of March 2022, as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expected term of the warrants is assumed to be six months until the close of a Business Combination, and the contractual five-year term subsequently. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero . On December 31, 2023, the Company utilized recent transactions of the warrants and other factors to value the warrants due to a lack of adequate trading volume in the Company's public warrants on that date. The Public Warrants were valued at $ 0.12 and $ 0.19 at December 31, 2023 and December 31, 2022, respectively. The fair value of the Private Placement Warrants was deemed to be equal to the fair value of the Public Warrants because the Private Placement Warrants have similar terms and are subject to substantially the same redemption features as the Public Warrants. As of December 31, 2023, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $ 1.0 million and approximately $ 2.1 million, respectively, based on the fair value of GHIXW on that date of $ 0.12 . As of December 31, 2022, the aggregate values of the Private Placement Warrants and Public Warrants were approximately $ 1.6 million and approximately $ 3.3 million, respectively, based on the fair value of GHIXW on that date of $ 0.19 . The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Investments Held in Trust Account $ 555,541,639 $ 555,541,639 $ — $ — Public warrants $ ( 2,100,000 ) $ — $ ( 2,100,000 ) $ — Private placement warrants $ ( 1,000,000 ) $ — $ ( 1,000,000 ) $ — December 31, 2022 (Level 1) (Level 2) (Level 3) Investments Held in Trust Account $ 531,940,494 $ 531,940,494 $ — $ — Public warrants $ ( 3,325,000 ) $ ( 3,325,000 ) $ — $ — Private placement warrants $ ( 1,583,333 ) $ — $ ( 1,583,333 ) $ — |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Deficit | 8. Stockholders’ Deficit Common Stock The Company is authorized to issue 400,000,000 shares of Class A Common Stock, par value $ 0.0001 per share, and 40,000,000 shares of Class F Common Stock, par value $ 0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At December 31, 2023 and 2022 there were 52,500,000 and 52,500,000 shares of Class A Common Stock, respectively, and 13,125,000 and 13,125,000 shares of Class F Common Stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. At December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding. |
Risk and Uncertainties
Risk and Uncertainties | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Risk and Uncertainties | 9. Risk and Uncertainties Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Specifically, the rising conflicts between Russia and Ukraine and in Israel, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the U.S. and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. The audited financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the audited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the audited financial statements other than the below. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year At the special meeting of stockholders of Gores Holdings IX, Inc. (the “Company”) held on January 9, 2024 (the “Special Meeting”), stockholders of the Company approved a proposal to amend and restate the Company’s amended and restated certificate of incorporation (the “Extension Amendment”) to extend the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from January 14, 2024 to December 6, 2024 (or such earlier date as determined by the Company’s board of directors). The Company filed the Extension Amendment with the Secretary of State of the State of Delaware on January 9, 2024. The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1 which is incorporated herein by reference. R edemptions In connection with the vote to approve the proposal to adopt the Extension Amendment at the Special Meeting, holders of 46,470,023 shares of Class A common stock exercised their right to redeem their shares for cash at a redemption price of approximately $ 10.59 per share, for a total aggregate redemption amount of approximately $ 492.3 million. As a result, approximately $ 492.3 million was distributed from the Company’s trust account (the “Trust Account”) to redeem such shares and 6,029,977 shares of Class A common stock remain outstanding after the redemption was effected. Following the payment of the redemption price, approximately $ 63.8 million remained in the Trust Account. Trust Account Funds To mitigate the risk of the Company being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), the Company has instructed the trustee with respect to the Trust Account to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (which may include demand deposit accounts) until the earlier of consummation of a business combination or liquidation. As a result, following such liquidation, the Company may receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount the Company’s public stockholders would receive upon any redemption or liquidation of the Company. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of December 31, 2023 and December 31, 2022 and the results of operations and cash flows for the periods presented. Operating results for the years ended December 31, 2023 and 2022, are not necessarily indicative of results that may be expected for any other period. |
Net Loss Per Common Share | Net Loss Per Common Share The Company has two classes of shares, which are referred to as Class A Common Stock (the “Common Stock”) and Class F Common Stock (the “Founder Shares”). Our Class A Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Company has recognized these changes, resulting in a net loss per common share. Income and losses are shared pro rata between the two classes of shares, which assumes a business combination as the most likely outcome. Net loss per common share is calculated by dividing the net loss by the weighted average shares of common stock outstanding for the respective period. At December 31, 2023 and December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock. For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Class A Class F Class A Class F Basic and diluted net loss per common share: Numerator: Allocation of net loss including accretion of temporary equity $ ( 4,988,095 ) $ ( 1,247,024 ) $ ( 23,653,533 ) $ ( 6,131,671 ) Denominator: Weighted-average shares outstanding 52,500,000 13,125,000 50,631,000 13,125,000 Basic and diluted net loss per common share $ ( 0.10 ) $ ( 0.10 ) $ ( 0.47 ) $ ( 0.47 ) |
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 as well as the Trust Account, which throughout the year regularly exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature (except for the derivative warrant liabilities, see Note 7). |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II—Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. |
Derivative Liabilities | Derivative Liabilities The Company evaluated the Warrants (as defined below in Note 3 – Public Offering) and Private Placement Warrants (as defined below in Note 4 – Related Party Transactions) (collectively, “Warrant Securities”) in accordance with ASC 815-40, "Derivatives and Hedging — Contracts in Entity’s Own Equity," and concluded that the Warrant Securities could not be accounted for as components of equity. As the Warrant Securities meet the definition of a derivative in accordance with ASC 815, the Warrant Securities are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (the Close Date) and remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change. |
Offering Costs | Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “Other Assets and Deferred Costs – SEC Materials” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering”. Offering costs were $ 29,391,653 (including $ 28,875,000 in underwriters’ fees) consisting principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and are charged to temporary equity upon the completion of the Public Offering. Since the Company is required to classify the warrants as derivative liabilities, offering costs totaling $ 617,225 are reflected as an expense in the statements of operations. |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 52,500,000 Class A Common Stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Therefore, all Class A Common Stock has been classified outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value 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. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit. |
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 and the reported amounts of revenues and expenses during the reporting period. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2023 and December 31, 2022. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2023 and December 31, 2022. |
Investments Held in Trust Account | Investments Held in Trust Account The Company’s portfolio of investments was comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof until January 2024, when the trustee liquidated such investments and moved the proceeds to an interest-bearing demand deposit account. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. Money market funds are presented at fair value at the end of each reporting period. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100 % of such public shares of common stock if the Company does not complete the Business Combination by December 6, 2024; or (iii) the redemption of 100 % of the public shares of common stock if the Company is unable to complete a Business Combination by December 6, 2024, subject to the requirements of law and stock exchange rules. As of December 31, 2022, the Company had $ 531,940,494 in the Trust Account. As of December 31, 2023, the Company had $ 555,541,639 in the Trust Account which may be utilized for a Business Combination. At December 31, 2023, the Trust Account consisted of money market funds, which are presented at fair value. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in the Company’s statements of operations. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, "Debt-Debt with Conversion and Other Options" (Subtopic 470-20) and "Derivatives and Hedging-Contracts in Entity’s Own Equity" (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 for a smaller reporting company and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company continues to evaluate the impact of ASU 2020-06 on its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Liquidity and Going Concern Consideration | Liquidity and Going Concern Consideration In connection with an assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until December 6, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If the Company does not complete its Business Combination by December 6, 2024, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $ 100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In addition, at December 31, 2023 and December 31, 2022, the Company had current liabilities of $ 3,647,590 and $ 949,113 , respectively, and working capital (deficit) of ($ 1,779,880 ) and $ 373,420 , respectively. Other amounts are related to accrued expenses owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after December 31, 2023 and amounts are continuing to accrue. In order to finance ongoing operating costs, the Sponsor or an affiliate of the Sponsor may provide the Company with additional working capital via a Sponsor Loan (see Note 4) . 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by December 6, 2024, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. 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 less than the initial public offering price per unit in the Public Offering. In addition, if the Company fails to complete its Business Combination by December 6, 2024, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after December 6, 2024. The amount of time remaining to finalize a Business Combination does raise substantial doubt in the Company as a going concern. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share for Each Class of Common Stock | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock. For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Class A Class F Class A Class F Basic and diluted net loss per common share: Numerator: Allocation of net loss including accretion of temporary equity $ ( 4,988,095 ) $ ( 1,247,024 ) $ ( 23,653,533 ) $ ( 6,131,671 ) Denominator: Weighted-average shares outstanding 52,500,000 13,125,000 50,631,000 13,125,000 Basic and diluted net loss per common share $ ( 0.10 ) $ ( 0.10 ) $ ( 0.47 ) $ ( 0.47 ) |
Public Offering (Tables)
Public Offering (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Public Offering [Abstract] | |
Schedule of Class A Common Stock Reflected on Condensed Balance Sheet | As of December 31, 2023, the Class A Common Stock reflected on the balance sheet is reconciled in the following table. As of December 31, 2023 Gross proceeds $ 525,000,000 Less: Proceeds allocated to public warrants ( 11,025,000 ) Class A shares issuance costs ( 28,774,428 ) Plus: Accretion of carrying value to redemption value 39,799,428 Increase in redemption value of Class A Common Stock subject to possible redemption 29,482,346 Class A Common Stock subject to possible redemption $ 554,482,346 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Federal Income Tax Rate to Effective Tax Rate | A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided at December 31, 2023 and December 31, 2022 is as follows: Year Ended Year Ended December 31, 2023 December 31, 2022 Income tax expense/(benefit) at the federal statutory rate $ 5,507,401 $ 3,503,385 Warrant liability ( 379,750 ) ( 2,387,000 ) State income taxes - net of federal income tax benefits ( 10,351 ) 2,311 Stock issuance - 129,617 Dividends received deduction ( 2,595,094 ) ( 615,965 ) Cash to accrual true-up 429,137 - Change in valuation allowance - ( 1,496 ) Total income tax expense $ 2,951,344 $ 630,852 A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and December 31, 2022 is as follows: December 31, 2023 December 31, 2022 Federal Statutory Rate 21.0 % 21.0 % Items Driving Rate Increase/(Decrease) Facilitative Expenses 0.0 % 0.0 % Fed Deduction for State Taxes Paid 0.0 % 0.0 % Stock Issuance 0.0 % 0.8 % Penalty 0.0 % 0.0 % Current State Tax Liability, net of federal benefit 0.0 % 0.0 % PY Federal Return-To-Provision True-up 1.6 % 0.0 % Warrant Liability - 1.4 % - 14.3 % Dividends Received Deduction - 9.9 % - 3.7 % State Deferred Tax Expense 0.0 % 0.0 % Change in State Tax Rate 0.0 % 0.0 % Change in State Valuation Allowance 0.0 % 0.0 % Change in Federal Valuation Allowance 0.0 % 0.0 % 11.3 % 3.8 % |
Summary of Current/Deferred Taxes | Current/Deferred Taxes Year Ended Year Ended December 31, 2022 December 31, 2022 Current income tax expense Federal $ 2,862,562 $ 121,667 State 79,831 - Total current income tax expense 2,942,393 121,667 Deferred income tax expense Federal ( 62,535 ) 507,087 State 71,486 2,098 Total deferred income tax expense 8,951 509,185 Provision for income taxes $ 2,951,344 $ 630,852 |
Schedule of Deferred Tax Assets and Liabilities | Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 Deferred tax assets Accrued expenses $ 91,473 $ 55,670 Net operating losses - 81,837 Total deferred tax assets 91,473 137,507 Valuation allowance - - Net deferred tax assets 91,473 137,507 Deferred tax liabilities Prepaids ( 6,164 ) ( 231,166 ) Accrued income ( 603,445 ) ( 415,526 ) Total deferred tax liabilities ( 609,609 ) ( 646,692 ) Net Deferred Tax Liability $ ( 518,136 ) $ ( 509,185 ) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Investments Held in Trust Account $ 555,541,639 $ 555,541,639 $ — $ — Public warrants $ ( 2,100,000 ) $ — $ ( 2,100,000 ) $ — Private placement warrants $ ( 1,000,000 ) $ — $ ( 1,000,000 ) $ — December 31, 2022 (Level 1) (Level 2) (Level 3) Investments Held in Trust Account $ 531,940,494 $ 531,940,494 $ — $ — Public warrants $ ( 3,325,000 ) $ ( 3,325,000 ) $ — $ — Private placement warrants $ ( 1,583,333 ) $ — $ ( 1,583,333 ) $ — |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jan. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Date of incorporation | Jan. 19, 2021 | ||
Amount placed in trust account | $ 555,541,639 | $ 531,940,494 | |
Proceeds from sale of Units in initial public offering | $ 525,000,000 | 525,000,000 | |
Proceeds from sale of Private Placement Warrants to Sponsor | $ 12,500,000 | ||
Redemption percentage of public shares of common stock if business combination not completed | 100% | ||
Number of days to seek shareholder approval for redemption of shares | 2 days | ||
Number of days to provide opportunity to shareholders to sell their shares | 2 days | ||
Dissolution expenses, maximum allowed | $ 100,000 | ||
Maximum | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of fair market value | 80% | ||
Threshold net tangible assets | $ 5,000,001 | ||
Number of days to redeem public shares of common stock if business combination not completed | 10 days | ||
Private Placement | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Amount placed in trust account | 525,000,000 | ||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 12,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Reconciliation of Numerator and Denominator Used to Compute Basic and Diluted Net Loss Per Share for Each Class of Common Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock | ||
Numerator: | ||
Allocation of net loss including accretion of temporary equity | $ (4,988,095) | $ (23,653,533) |
Denominator: | ||
Weighted average shares outstanding, basic | 52,500,000 | 50,631,000 |
Weighted average shares outstanding, diluted | 52,500,000 | 50,631,000 |
Basic net loss per common share | $ (0.10) | $ (0.47) |
Diluted net loss per common share | $ (0.10) | $ (0.47) |
Class F Common Stock | ||
Numerator: | ||
Allocation of net loss including accretion of temporary equity | $ (1,247,024) | $ (6,131,671) |
Denominator: | ||
Weighted average shares outstanding, basic | 13,125,000 | 13,125,000 |
Weighted average shares outstanding, diluted | 13,125,000 | 13,125,000 |
Basic net loss per common share | $ (0.10) | $ (0.47) |
Diluted net loss per common share | $ (0.10) | $ (0.47) |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||
Federal deposit insurance corporation coverage limit | $ 250,000 | |
Offering costs | 29,391,653 | |
Underwriters fee | 28,875,000 | |
Issuance costs related to warrant liability | $ 617,225 | |
Accrued interest and penalties related to unrecognized tax liabilities | $ 0 | 0 |
Redemption percentage of public shares of common stock if business combination not completed | 100% | |
Amount placed in trust account | $ 555,541,639 | 531,940,494 |
Cash equivalents | $ 0 | 0 |
Number of possible days for winding up | 10 days | |
Common stock redemption percentage | 100% | |
Going concern description | In connection with an assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until December 6, 2024 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If the Company does not complete its Business Combination by December 6, 2024, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $100,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |
Current liabilities | $ 3,647,590 | 949,113 |
Working capital (deficit) | (1,779,880) | $ 373,420 |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Dissolution expenses | $ 100,000 | |
Class A Common Stock | ||
Significant Accounting Policies [Line Items] | ||
Sale of Class F Common Stock to Sponsor on July 8, 2021 at $0.0001 par value, (in shares) | 52,500,000 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jan. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class Of Stock [Line Items] | |||
Proceeds from sale of Units in initial public offering | $ 525,000,000 | $ 525,000,000 | |
Changes in fair value warrants derivative liability | $ 1,808,333 | 11,366,667 | |
Public Warrants | |||
Class Of Stock [Line Items] | |||
Warrants derivative liability | 2,100,000 | $ 3,325,000 | |
Changes in fair value warrants derivative liability | $ 1,225,000 | ||
Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Sale of Class F Common Stock to Sponsor on July 8, 2021 at $0.0001 par value, (in shares) | 52,500,000 | ||
Number of shares that contribute each unit | 1 | ||
Warrants | |||
Class Of Stock [Line Items] | |||
Number of shares that contribute each unit | 0.33 | ||
Warrant exercisable term if business combination is completed | 30 days | ||
Warrant exercisable term from closing of public offer | 12 months | ||
Warrant expiration term | 5 years | ||
Threshold period to complete business combination from closing of public offering | 24 months | ||
IPO | |||
Class Of Stock [Line Items] | |||
Sale of Class F Common Stock to Sponsor on July 8, 2021 at $0.0001 par value, (in shares) | 52,500,000 | ||
Share price | $ 10 | ||
Upfront underwriting discount (as a percent) | 2% | ||
Upfront underwriting discount | $ 10,500,000 | ||
Percentage of deferred underwriting discount | 3.50% | ||
Deferred underwriting discount | $ 18,375,000 | ||
Warrants derivative liability | $ (11,025,000) | ||
IPO | Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Sale of Class F Common Stock to Sponsor on July 8, 2021 at $0.0001 par value, (in shares) | 52,500,000 |
Public Offering - Schedule of C
Public Offering - Schedule of Class A Common Stock Reflected on Condensed Balance Sheet (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Class A Common Stock subject to possible redemption | $ 554,482,346 | $ 531,037,712 |
IPO | ||
Class Of Stock [Line Items] | ||
Gross proceeds | 525,000,000 | |
Proceeds allocated to public warrants | (11,025,000) | |
Class A shares issuance costs | (28,774,428) | |
Accretion of carrying value to redemption value | 39,799,428 | |
Increase in redemption value of Class A Common Stock subject to possible redemption | 29,482,346 | |
Class A Common Stock subject to possible redemption | $ 554,482,346 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||
Feb. 25, 2022 shares | Feb. 07, 2022 USD ($) | Jan. 11, 2022 shares | Jul. 08, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | |
Related Party Transaction [Line Items] | |||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 12,500,000 | ||||||
Class F Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | shares | 13,125,000 | 13,125,000 | |||||
Class A Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | shares | 0 | 0 | |||||
Founder Shares | Principal Owner | |||||||
Related Party Transaction [Line Items] | |||||||
Share price | $ / shares | $ 0.002 | ||||||
Sale of common stock, value | $ 25,000 | ||||||
Founder shares transferred to independent directors | shares | 25,000 | ||||||
Number of shares forfeited | shares | 1,968,750 | ||||||
Outstanding shares of common stock held by the initial stockholders (as a percent) | 20% | ||||||
Founder Shares | Class F Common Stock | Principal Owner | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding | shares | 15,093,750 | 13,125,000 | 13,125,000 | ||||
Share price | $ / shares | $ 0.0001 | ||||||
Conversion ratio | 1 | ||||||
Private Placement Warrants | Principal Owner | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants sold | shares | 8,333,333 | ||||||
Warrants sold, price per warrant | $ / shares | $ 1.50 | ||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ 12,500,000 | ||||||
Private Placement Warrants | Class A Common Stock | Principal Owner | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares warrant may be converted | shares | 1 | ||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||
Sponsor Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate issuance of unsecured promissory note | $ 300,000 | ||||||
Public offering expenses | $ 300,000 | ||||||
Debt instrument, maximum borrowing capacity | $ 4,000,000 | ||||||
Debt instrument, maturity date | Dec. 06, 2024 | ||||||
Notes payable - related party | $ 650,000 | $ 600,000 | |||||
Administrative Service Agreement | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Due to affiliate, monthly for office space, utilities and secretarial support | 20,000 | ||||||
Incurred and paid to affiliate | $ 240,000 | $ 232,903 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) - Underwriter | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Deferred Compensation Arrangement With Individual Share Based Payments [Line Items] | |
Deferred underwriting commitment discount payable | $ 18,375,000 |
Percentage of deferred underwriting discount | 3.50% |
Business combination | $ 0 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Statutory Federal Income Tax Expense to Income Tax Expense from Continuing Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense/(benefit) at the federal statutory rate | $ 5,507,401 | $ 3,503,385 |
Warrant liability | (379,750) | (2,387,000) |
State income taxes - net of federal income tax benefits | (10,351) | 2,311 |
Stock issuance | 129,617 | |
Dividends received deduction | (2,595,094) | (615,965) |
Cash to accrual true-up | 429,137 | |
Change in valuation allowance | (1,496) | |
Total income tax expense | $ 2,951,344 | $ 630,852 |
Income Taxes - Summary of Curre
Income Taxes - Summary of Current/Deferred Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current income tax expense | ||
Federal | $ 2,862,562 | $ 121,667 |
State | 79,831 | |
Total current income tax expense | 2,942,393 | 121,667 |
Deferred income tax expense | ||
Federal | (62,535) | 507,087 |
State | 71,486 | 2,098 |
Total deferred income tax expense | 8,951 | 509,185 |
Total income tax expense | $ 2,951,344 | $ 630,852 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Accrued expenses | $ 91,473 | $ 55,670 |
Net operating losses | 81,837 | |
Total deferred tax assets | 91,473 | 137,507 |
Net deferred tax assets | 91,473 | 137,507 |
Deferred tax liabilities | ||
Prepaids | (6,164) | (231,166) |
Accrued income | (603,445) | (415,526) |
Total deferred tax liabilities | (609,609) | (646,692) |
Net Deferred Tax Liability | $ (518,136) | $ (509,185) |
Income Taxes - Summary of Rec_2
Income Taxes - Summary of Reconciliation of Federal Income Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Federal Statutory Rate | 21% | 21% |
Items Driving Rate Increase/(Decrease) | ||
Facilitative Expenses | 0% | 0% |
Fed Deduction for State Taxes Paid | 0% | 0% |
Stock Issuance | 0% | 0.80% |
Penalty | 0% | 0% |
Current State Tax Liability, net of federal benefit | 0% | 0% |
PY Federal Return-To-Provision True-up | 1.60% | 0% |
Warrant Liability | (1.40%) | (14.30%) |
Dividends Received Deduction | (9.90%) | (3.70%) |
Change in State Tax Rate | 0% | 0% |
Effective Income Tax Rate Reconciliation, Percent | 11.30% | 3.80% |
State and Local Jurisdiction | ||
Items Driving Rate Increase/(Decrease) | ||
State Deferred Tax Expense | 0% | 0% |
Change in State Valuation Allowance | 0% | 0% |
Federal | ||
Items Driving Rate Increase/(Decrease) | ||
Change in State Valuation Allowance | 0% | 0% |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 14, 2022 |
Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 5 years | ||
Share price | $ 0.12 | $ 0.19 | |
Public Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Share price | $ 0.12 | $ 0.19 | |
Warrants derivative liability | $ 2,100,000 | $ 3,325,000 | |
Private Placement Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants derivative liability | $ 1,000,000 | $ 1,583,333 | |
Expected Dividend Rate | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Private placement warrants and public warrants, measurement input | 0 | ||
Until Close of Business Combination | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 6 months | ||
Subsequent to Business Combination | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrant expiration term | 5 years |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | $ 555,541,639 | $ 531,940,494 |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 2,100,000 | 3,325,000 |
Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | 1,000,000 | 1,583,333 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 555,541,639 | 531,940,494 |
Fair Value, Measurements, Recurring | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | (2,100,000) | (3,325,000) |
Fair Value, Measurements, Recurring | Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | (1,000,000) | (1,583,333) |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments held in Trust Account | 555,541,639 | 531,940,494 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | (3,325,000) | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | (2,100,000) | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative warrant liabilities | $ (1,000,000) | $ (1,583,333) |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Class Of Stock [Line Items] | ||
Common stock voting rights | Holders of the Company’s common stock are entitled to one vote for each share of common stock. | |
Number of votes for each share | Vote | 1 | |
Class A subject to possible redemption, shares | 52,500,000 | 52,500,000 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock voting rights | with such designations, voting and other rights and preferences as may be determined from time to time by the Company's board of directors. | |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Class A Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 0 | 0 |
Common stock, shares issued | 0 | 0 |
Class F Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 13,125,000 | 13,125,000 |
Common stock, shares issued | 13,125,000 | 13,125,000 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) | Jan. 09, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Redemption price per share | $ 10.56 | $ 10.12 | |
Assets held in Trust Account | $ 555,541,639 | $ 531,940,494 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Distributed from the trust account | $ 492,300,000 | ||
Assets held in Trust Account | $ 63,800,000 | ||
Subsequent Event [Member] | Class A Common Stock | |||
Subsequent Event [Line Items] | |||
Aggregate shares redeemed | 46,470,023 | ||
Redemption price per share | $ 10.59 | ||
Aggregate amount of redemption | $ 492,300,000 | ||
Stock remain outstanding | 6,029,977 |