Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Registrant Name | SABLE OFFSHORE CORP. | ||
Entity Central Index Key | 0001831481 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Address, State or Province | TX | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-40111 | ||
Entity Address, Address Line One | 845 Texas Avenue, Suite 2900, | ||
Entity Address, City or Town | Houston, | ||
Entity Address, Postal Zip Code | 77002 | ||
Entity Tax Identification Number | 85-3514078 | ||
City Area Code | 713 | ||
Local Phone Number | 579-6106 | ||
Entity Common Stock, Shares Outstanding | 60,166,269 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 67,664,326 | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | New York, NY | ||
Document Financial Statement Error Correction [Flag] | false | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NYSE | ||
Trading Symbol | SOC | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Security Exchange Name | NYSE | ||
Trading Symbol | SOC.WS |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 267,816 | $ 100,256 |
Prepaid expenses | 96,601 | 88,212 |
Total current assets | 364,417 | 188,468 |
Investments held in Trust Account | 63,558,404 | 290,718,297 |
Total assets | 63,922,821 | 290,906,765 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,953,918 | 4,625,892 |
Excise tax payable | 2,308,378 | 0 |
Income taxes payable | 0 | 330,151 |
Promissory notes to related parties | 1,128,630 | 370,000 |
Convertible promissory notes – related parties, at fair value | 6,381,294 | 1,409,730 |
Total current liabilities | 16,772,220 | 6,735,773 |
Warrant liabilities | 39,213,750 | 12,149,250 |
Total liabilities | 55,985,970 | 18,885,023 |
Commitments and Contingencies | ||
Class A common stock subject to possible redemption; 6,104,682 and 28,750,000 shares at redemption value at December 31, 2023 and 2022, respectively ($10.41 and $10.10 at December 31, 2023 and 2022, respectively) | 63,519,554 | 290,347,008 |
Stockholders' Deficit: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (55,583,422) | (18,325,985) |
Total Stockholders' Deficit | (55,582,703) | (18,325,266) |
Total Liabilities, Common Stock Subject to Possible Redemption and Stockholders' Deficit | 63,922,821 | 290,906,765 |
Common Class A [Member] | ||
Stockholders' Deficit: | ||
Common Stock, Value | 719 | |
Common Class B [Member] | ||
Stockholders' Deficit: | ||
Common Stock, Value | $ 719 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Feb. 14, 2024 | Feb. 12, 2024 | Dec. 31, 2023 | Aug. 31, 2023 | Aug. 29, 2023 | Jun. 30, 2023 | Mar. 02, 2023 | Feb. 27, 2023 | Feb. 23, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Temporary equity shares outstanding | 150,823 | 6,104,682 | 28,750,000 | 28,750,000 | |||||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||||||||
Preferred stock shares issued | 0 | 0 | |||||||||
Preferred stock shares outstanding | 0 | 0 | |||||||||
Temporary Equity Redemption Price Per Share | $ 10.42 | $ 10.42 | $ 10.31 | $ 10.31 | $ 10.15 | ||||||
Common Class A [Member] | |||||||||||
Temporary equity shares outstanding | 150,823 | 6,104,682 | 2,328,063 | 8,432,745 | 20,317,255 | 20,317,255 | 28,750,000 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | |||||||||
Common stock shares issued | 7,187,500 | 0 | |||||||||
Common stock shares outstanding | 7,187,500 | 0 | |||||||||
Temporary Equity Redemption Price Per Share | $ 10.41 | $ 10.1 | |||||||||
Common Class B [Member] | |||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares authorized | 20,000,000 | 20,000,000 | |||||||||
Common stock shares issued | 0 | 7,187,500 | |||||||||
Common stock shares outstanding | 0 | 7,187,500 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating costs | $ 4,918,801 | $ 6,150,199 |
Loss from operations | (4,918,801) | (6,150,199) |
Other income (expense): | ||
Interest income from Trust Account | 4,415,456 | 3,989,061 |
Change in fair value of convertible promissory notes – related parties | (3,698,394) | (170,741) |
Change in fair value of warrant liabilities | (27,064,500) | 498,000 |
Total other (expense) income, net | (26,347,438) | 4,316,320 |
Loss before income taxes | (31,266,239) | (1,833,879) |
Income tax expense | (914,318) | (757,069) |
Net loss | $ (32,180,557) | $ (2,590,948) |
Redeemable Class A Common Stock [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic | 10,870,337 | 28,750,000 |
Weighted average shares outstanding, diluted | 10,870,337 | 28,750,000 |
Basic, net (loss) income per share | $ (1.78) | $ (0.07) |
Diluted, net (loss) income per share | $ (1.78) | $ (0.07) |
Non Redeemable Class A And Class B Common Stock [Member] | ||
Other income (expense): | ||
Weighted average shares outstanding, basic | 7,187,500 | 7,187,500 |
Weighted average shares outstanding, diluted | 7,187,500 | 7,187,500 |
Basic, net (loss) income per share | $ (1.78) | $ (0.07) |
Diluted, net (loss) income per share | $ (1.78) | $ (0.07) |
Statements of Changes In Stockh
Statements of Changes In Stockholders' Deficit - USD ($) | Total | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2021 | $ (12,939,436) | $ 0 | $ 719 | $ (12,940,155) |
Balance (Shares) at Dec. 31, 2021 | 0 | 7,187,500 | ||
Initial fair value adjustment of convertible promissory notes – related parties | 52,126 | 52,126 | ||
Remeasurement of Class A common stock subject to possible redemption | (2,847,008) | (2,847,008) | ||
Net loss | (2,590,948) | (2,590,948) | ||
Balance at Dec. 31, 2022 | (18,325,266) | $ 0 | $ 719 | (18,325,985) |
Balance (Shares) at Dec. 31, 2022 | 0 | 7,187,500 | ||
Initial fair value adjustment of convertible promissory notes – related parties | 533,200 | 533,200 | ||
Remeasurement of Class A common stock subject to possible redemption | (3,301,702) | (3,301,702) | ||
Conversion of Class B common stock to Class A common stock | $ 719 | $ (719) | ||
Conversion of Class B common stock to Class A common stock (Shares) | 7,187,500 | (7,187,500) | ||
Excise tax on Class A common stock redemptions | (2,308,378) | (2,308,378) | ||
Net loss | (32,180,557) | (32,180,557) | ||
Balance at Dec. 31, 2023 | $ (55,582,703) | $ 719 | $ 0 | $ (55,583,422) |
Balance (Shares) at Dec. 31, 2023 | 7,187,500 | 0 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (32,180,557) | $ (2,590,948) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest income from Trust Account | (4,415,456) | (3,989,061) |
Change in fair value of convertible promissory notes – related parties | 3,698,394 | 170,741 |
Change in fair value of warrant liabilities | 27,064,500 | (498,000) |
Changes in current assets and current liabilities: | ||
Prepaid expenses | (8,389) | 512,296 |
Accounts payable and accrued expenses | 2,328,026 | 4,350,391 |
Income taxes payable | (330,151) | 330,151 |
Net cash used in operating activities | (3,843,633) | (1,714,430) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account in connection with redemptions | 230,129,156 | 0 |
Cash withdrawn from Trust Account to pay taxes | 1,446,193 | 786,918 |
Net cash provided by investing activities | 231,575,349 | 786,918 |
Cash Flows from Financing Activities: | ||
Payments for redemptions of Class A common stock | (230,129,156) | 0 |
Proceeds from convertible promissory notes – related parties | 1,080,000 | 0 |
Proceeds from promissory notes - related party | 1,485,000 | 705,000 |
Net cash (used in) provided by financing activities | (227,564,156) | 705,000 |
Net Change in Cash | 167,560 | (222,512) |
Cash — Beginning of period | 100,256 | 322,768 |
Cash — End of period | 267,816 | 100,256 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of Promissory Notes to Convertible Promissory Notes | 726,370 | 0 |
Remeasurement of Class A common stock subject to possible redemption | 3,301,702 | 2,847,008 |
Excise tax payable as a result of redemptions of Class A common stock | 2,308,378 | 0 |
Initial measurement of fair value of Convertible Promissory Notes | (533,200) | (52,126) |
Supplemental Disclosure of Cash Flow Information: | ||
Payment of cash taxes | $ 1,246,194 | $ 426,918 |
Organization, Business Operatio
Organization, Business Operations And Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Operations And Going Concern | NOTE 1 — ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Organization and General Flame Acquisition Corp. (“Flame” or the “Company”) was incorporated in Delaware on October 16, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. On November 2, 2022, the Company entered into an agreement and plan of merger, dated as of November 2, 2022 (as amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), with Sable Offshore Corp., a Texas corporation (“SOC”), and Sable Offshore Holdings, LLC, a Delaware limited liability company and the parent company of SOC (“Holdco” and, together with SOC, “Sable”). The Merger Agreement provided for, among other things, the following transactions at the closing: (i) Holdco will merge with and into the Company, with the Company surviving the merger (the “Holdco Merger”), and (ii) immediately following the effective time of the Holdco Merger, SOC will merge with and into the Company, with the Company surviving the merger (the “SOC Merger”). The Holdco Merger together with the SOC Merger are referred to as the “Merger,” and the Merger and other transactions contemplated by the Merger Agreement are referred to as the “Business Combination.” In connection with the Business Combination, the Company changed its name to Sable Offshore Corp. The independent members of the board of directors of the Company (the “Board”) approved, and recommended that the Board approve, the Merger Agreement and the transactions contemplated thereby. Subsequently, the Board approved the Merger Agreement and the transactions contemplated thereby. The obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions. The closing of the Merger occured on February 14, 2024. In connection with the Business Combination, H The Sable PIPE Subscription Agreements provide that, in the event the Merger is consummated, the Sable PIPE Investors will be deemed to have subscribed for and will purchase our Class A common stock at the same price per share and, by operation of law pursuant to the Merger, we will have succeeded to Holdco’s obligations under the Sable PIPE Subscription Agreements. The Sable PIPE Subscription Agreements provide that, if the Merger is consummated, we must file a registration statement within 30 calendar days after consummation of the Merger registering the resale of the shares of our Class A common stock issued to the Sable PIPE Investors, and must use our commercially reasonable efforts to have the registration statement declared effective by the SEC by the earlier of (i) the 90th calendar day (or 120th calendar day if the SEC notifies us that it will review the registration statement) following the closing of the Merger and (ii) the 10th business day after the date we are notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be reviewed or will not be subject to further review. We thereafter will be required to maintain a registration statement that is continuously effective and to cause the registration statement to regain effectiveness in the event that it ceases to be effective. On November 10, 2022, the Company filed a preliminary proxy statement relating to the Business Combination (as amended, the “Proxy Statement”), which included a recommendation of the Board to the Company’s stockholders that they approve the proposals included in the Proxy Statement. The Company also filed amended preliminary proxy statements on December 23, 2022, January 27, 2023 and September 14, 2023, for the purpose of addressing U.S. Securities and Exchange Commission Staff comments. On February 27, 2023, at a special meeting of stockholders, the Company’s stockholders voted to approve an amendment (the “First Extension Amendment Proposal”) to the amended and restated certificate of incorporation to extend the date by which the Company must complete a business combination (the “First Extension”) from March 1, 2023, to September 1, 2023 (the “First Extended Date”). In connection with the First Extension, stockholders holding 20,317,255 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account, representing approximately 70.67% of our then issued and outstanding Class A common stock. As a result, $206,121,060 (approximately $10.15 per share) was removed from the Trust Account to pay such redeeming holders on March 2, 2023. On June 13, 2023, Sable, Exxon Mobil Corporation (“Exxon”) and Mobil Pacific Pipeline Company (“MPPC,” and together with Exxon, “EM”) entered into a First Amendment (the “Amendment”) to the Purchase and Sale Agreement dated November 1, 2022 among Sable and EM. Pursuant to the Amendment, Sable and EM agreed to amend the Sable-EM Purchase Agreement to, among other things, provide that the closing of the transactions contemplated by the Sable-EM Purchase Agreement was scheduled to take place on June 30, 2023 (the “Sable-EM Scheduled Closing Date”), unless one or more of the conditions to closing described in the Sable-EM Purchase Agreement was not satisfied as of the Sable-EM Scheduled Closing Date, in which case the closing would be held three business days after all such conditions were satisfied or waived, or such other date as the parties may mutually agree in writing, but in no event later than December 31, 2023. The Amendment also lowers the “Minimum Cash Threshold” (as defined in the Sable-EM Purchase Agreement) from $200,000,000 to $150,000,000. On June 30, 2023, the Company and Sable entered into a Second Amendment to the Merger Agreement, pursuant to which the parties agreed to extend the date by which the parties must consummate the Business Combination, or otherwise either Flame or Sable may terminate the Merger Agreement, from June 30, 2023, to March 1, 2024. On August 22, 2023, we issued an aggregate of 7,187,500 shares of Class A common stock to the Sponsor, FL Co-Investment, Intrepid Financial Partners, our independent directors and certain of our executive officers, upon the conversion of an equal number of shares of Class B common stock (the “Class B Conversion”). The 7,187,500 shares of Class A common stock issued in connection with the Class B Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Class B Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the prospectus for the Initial Public Offering (“IPO”) described below (See Note 3 - Initial Public Offering). After the Class B Conversion, no shares of Class B common stock remained outstanding. On August 29, 2023, at a special meeting of stockholders, the Company’s stockholders voted to approve a proposal (the “Second Extension Amendment Proposal”) to amend the amended and restated certificate of incorporation to extend the date by which the Company must complete a business combination (the “Second Extension”) from September 1, 2023, to March 1, 2024 (the “Second Extension Amendment”). In connection with the Second Extension, stockholders holding 2,328,063 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account, representing approximately 27.61% of our then issued and outstanding Class A common stock. As a result, $24,008,096 (approximately $10.31 per share) was removed from the Trust Account to pay such redeeming holders on August 31, 2023. On August 29, 2023, in connection with the Second Extension, we filed the Second Extension Amendment to the Company’s amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. The Second Extension Amendment extends the date by which we must consummate our initial business combination from September 1, 2023 to March 1, 2024. On December 5, 2023, the California State Lands Commission voted unanimously to approve amendments to right-of-way leases held directly or indirectly by EM, for existing infrastructure serving offshore platforms Hondo, Harmony and Heritage in SYU. The amendments, among other things, extend the holdover periods for each of the leases by five years to December 31, 2028 and January 31, 2029, increase the bonding requirements from $1,000,000 to $15,000,000 and from $1,000,000 to $5,000,000, and provide for increased inspection and monitoring requirements. These leases are expected to be subsequently assigned to Sable. Sable does not expect the assignment of the leases to have an impact on the regulatory approval process. On February 12, 2024, Flame held a special meeting of stockholders (the “Special Meeting”), at which the Flame stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on February 14, 2024 (the “Closing Date”), the Business Combination was consummated (the “Closing”). On February 12, 2024, holders of 150,823 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account, representing approximately 2.47% of our then issued and outstanding Class A common stock. As a result, $1,572,250 (approximately $10.42 per share) was removed from the Trust Account to pay such redeeming holders on February 14, 2024. In connection with the Business Combination, Holdco and Flame entered into subscription agreements (collectively, as amended, supplemented or otherwise modified, the “Initial PIPE Subscription Agreements”) with certain investors (the “PIPE Investors”) for an aggregate commitment amount of $520,000,000 (the “Initial PIPE Investments”), pursuant to which such investors agreed to purchase an aggregate of 52,000,000 shares of common stock of the Company, par value of $0.0001 per share (“Common Stock”), at a price of $10.00 per share upon the consummation of the Business Combination. On February 12, 2024, following the Special Meeting, a PIPE Investor that subscribed for $125,000,000 of the Initial PIPE Investment informed the Company that it would not be able to fund that subscribed amount by the Closing due to difficulties it is experiencing related to receiving called capital from certain of its foreign investors. The inability of that PIPE Investor to fund its commitment did not relieve the obligations of the other PIPE Investors to fund their commitments in connection with the Closing. On February 12, 2024 and February 13, 2024, the Company entered into subscription agreements (collectively, the “Additional PIPE Subscription Agreements” and, together with the Initial PIPE Subscription Agreements, the “PIPE Subscription Agreements”) (including an additional $25,000,000 commitment from James C. Flores, our Chairman and Chief Executive Officer) on substantially the same terms as those contained in the Initial PIPE Subscription Agreements to replace, in the aggregate, $55,000,000 of the amount previously committed by the PIPE Investor described above (the “Additional PIPE Investments” and, together with the Initial PIPE Investments, the “PIPE Investments”). On February 14, 2024, immediately following the Closing, the Company issued 44,024,910 shares of Common Stock of the Company, at a price of $10.00 per share for an aggregate PIPE Investment of $440,249,100 in accordance with the terms of the PIPE Subscription Agreements. The shares of Common Stock issued in the PIPE Investments were offered in a private placement under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the PIPE Subscription Agreements. On the Closing Date, in connection with the consummation of the Business Combination, the Company issued an aggregate of 3,306,370 private placement warrants pursuant to the Working Capital Loans (as defined in the Proxy Statement) (the “Working Capital Loan Issuance”) to James C. Flores, Gregory Patrinely, J. Caldwell Flores and Anthony Duenner after each of them elected, at each of their option, to convert their respective outstanding amounts into private placement warrants at a price of $1.00 per warrant. On the Sable-EM Sable-EM Sable-EM Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) between Sable, Flame Acquisition Corp. (“Flame”), and Sable Offshore Holdings LLC (“Holdco”), on February 14, 2024, (i) Holdco merged with and into Flame, with Flame surviving such merger (the “Holdco Merger”) and (ii) Sable merged with and into Flame, with Flame surviving such merger (the “SOC Merger” and, together with the Holdco Merger, the “Mergers” and, along with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the Business Combination, Flame changed its name to “Sable Offshore Corp”. As of December 31, 2023, the Company had not yet commenced any operations. All activity through December 31, 2023 relates to the Company’s formation, the Initial Public Offering (“IPO”) described below (See Note 3 - Initial Public Offering) and, since the closing of the IPO, the search for a target for our initial Business Combination, and since the signing of the Merger Agreement, completing our initial Business Combination. The Company will not generate any operating revenues until after the com ple non-operating non-operating The accompanying financial statements as of December 31, 2023 and 2022 and for the years then ended present the financial position and results of operations of the entity f/k/a Flame Acquisition Corp., and not those of Sable Offshore Corp., and therefore, do not reflect the effects of the Business Combination. Financing The registration statement for the Company’s IPO was declared effective on February 24, 2021 (the “Effective Date”). On March 1, 2021, the Company consummated the IPO of 28,750,000 units (the “Units” and, with respect to the common stock included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $287,500,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,750,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, which is discussed in Note 4. Trust Account Following the closing of the IPO on March 1, 2021, an amount of $287,500,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in 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 in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing of an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company had until March 1, 2024 to consummate a business combination (the “Combination Period”). If the Company had been unable to complete a business combination within the Combination Period, the Company would have redeemed % of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company for the payment of taxes, and less up to $ of interest to pay dissolution expenses, divided by the number of then outstanding Public Shares, subject to applicable law, and then seek to dissolve and liquidate. Flame Acquisition Sponsor, LLC a Delaware company (the “Sponsor”), and the Company’s officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares (see Note 5), Private Placement Warrants and Public Shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Warrants if the Company fails to complete the initial business combination within the Combination Period. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot be certain that the Sponsor would be able to satisfy those obligations. Going Concern As of December 31, 2023, the Company had cash outside the Trust Account of $267,816 available for working capital needs and a working capital deficit of $16,407,803. All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination, to redeem common stock or to use for payment of taxes. As of December 31, 2023, $2,969,263 of the amount in the Trust Account was available to be withdrawn as described above, which is net of the the Company withdrew for payment of taxes during the period ended December 31, 2023. Through December 31, 2023, the Company’s liquidity needs have been satisfied through various promissory notes from its sponsor (see further discussion of the individual promissory notes in Note 5). Management has addressed near-term capital funding needs with the PIPE capital raise and the consummation of the Business Combination and believes the Company has sufficient capital to maintain operations and complete the repairs necessary to restart production at SYU. However, the Company’s plans for production restart are contingent upon approvals from federal, state and local regulators. Additionally, if the Company’s estimates of the costs of restarting production are less than the actual amounts necessary to do so, the Company may have insuffi cie Due to the remaining regulatory approvals necessary to restart production, along with the timing of ongoing construction repair efforts, substantial doubt exists about the Company’s ability to continue as a going concern. The financial statements included in this annual report do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that could be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from whom shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases made during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “U.S. Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the U.S. Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company determined that the $230,129,156 in Trust Account value relating to the Class A common stock redeemed during the year ended December 31, 2023, (as noted above) is currently subject to the excise tax. Accordingly, an excise tax payable of $2,308,378 was recognized upon the redemptions and was recorded as a liability on the balance sheet and as a charge to Accumulated Deficit. The Company will continue to assess the excise tax payable recognizing an additional excise tax liability for any future stock repurchases/redemptions and netting such liability for any future qualifying stock issuances within the same annual period. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 2— SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K and Regulation S-X of Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Investments Held in Trust Account At December 31, 2023 and 2022, the Trust Account had $0 and $290,718,297 held in marketable securities, respectively. At December 31, 2023, investments in the Company’s Trust Account consisted of $63,558,404 in a demand deposit account (see Note 1 for further discussion). During the year ended December 31, 2023, the Company Marketable securities held in the Trust Account are classified as “Trading Securities” in accordance with ASC 320, “Investments – Debt Securities” and are reported at fair value with unrealized gains or losses included in earnings of the current period. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company did not experience losses on this account. Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ deficit. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 6,104,682 and 28,750,000 shares of Class A common stock subject to possible redemption, representing all outstanding shares of redeemable Class A common stock on those dates, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, paid-in The amount accreted in 2023 represents investment income accrued in the Trust Account since the date of the IPO reduced by the amounts of Delaware franchise tax and income taxes paid and payable for 2021, 2022 and 2023, net of cash withdrawn from the Trust Account to pay these obligations. On February 23, 2023, the Company was notified by stockholders holding 20,317,255 shares of Class A common stock that they exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $206,121,060 (approximately $10.15 per share) was removed from the Trust Account to pay such redeeming holders on March 2, 2023. On August 29, 2023, the Company was notified by stockholders holding 2,328,063 shares of Class A common stock that they exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $24,008,096 (approximately $10.31 per share) was removed from the Trust Account to pay such redeeming holders on August 31, 2023. At December 31, 2023 and 2022, the Class A common stock Shares Value Contingently redeemable common stock at December 31, 2021 28,750,000 $ 287,500,000 Plus: Remeasurement of Class A common stock subject to possible redemption — 2,847,008 Contingently redeemable common stock at December 31, 2022 28,750,000 290,347,008 Less: Redemptions of Class A common stock (22,645,318 ) (230,129,156 ) Plus: Remeasurement of Class A common stock subject to possible redemption — 3,301,702 Contingently redeemable common stock at December 31, 2023 6,104,682 $ 63,519,554 On February 12, 2024, holders of an additional Class A Common Stock On August 22, 2023, we issued an aggregate of 7,187,500 shares of Class A common stock to the Sponsor, FL Co-Investment, Intrepid Financial Partners, our independent directors and certain of our executive officers, upon the conversion of an equal number of shares of Class B common stock (the “Class B Conversion”). The 7,187,500 shares of Class A common stock issued in connection with the Class B Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Class B Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the prospectus for the Initial Public Offering (“IPO”) described below (See Note 3). After the Class B Conversion, no shares of Class B common stock remained outstanding. Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Subsequent remeasurement of the redeemable Class A common stock is excluded from income per share of common stock as the redemption value approximates fair value. Net loss per share of common stock is computed by dividing the pro rata net loss between the shares of Class A common stock and the shares of Class B common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the IPO, as well as warrants issuable upon the exercise of the conversion option on outstanding working capital loans, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except share amounts): For the Years Ended 2023 2022 Common stock subject to possible redemption Numerator: Net loss allocable to Class A common stock subject to possible redemption $ (19,371,838 ) $ (2,072,758 ) Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 10,870,337 28,750,000 Basic and Diluted net loss per share, Redeemable Class A common $ (1.78 ) $ (0.07 ) Non-Redeemable Numerator: Net loss allocable to Non-Redeemable common stock not subject to redemption $ (12,808,719 ) $ (518,190 ) Denominator: Weighted Average Non-Redeemable common 7,187,500 7,187,500 Basic and diluted net loss per share $ (1.78 ) $ (0.07 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company accounts for its 22,125,000 common stock warrants issued in connection with its Initial Public Offering (14,375,000) and Private Placement (7,750,000) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement Convertible Promissory Notes—Related Party The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under ASC 815-15-25 non-cash Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. 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 included the enactment date. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company accrued for and paid interest and penalties of $29,072 and $0 for the periods ended December 31, 2023 and 2022, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its positio n. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Debt-Debt (Subtopic 470-20) (Subtopic 815-40): (“ASU 2020-06”), ASU 2020-06 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Initial Public Offering | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,750,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, par value $0.0001 per share, and one one |
Private Placement Warrants
Private Placement Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Private Placement Warrants | NOTE 4 — PRIVATE PLACEMENT WARRANTS Simultaneously with the closing of the IPO, the Sponsor, Intrepid Financial Partners, LLC (an affiliate of one of the Company’s underwriters) (“Intrepid”) and FL Co-Investment, Co-Investment”) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Founder Shares In November 2020, our founders acquired 7,187,500 founder shares (the “Founder Shares”) for an aggregate purchase price of $25,000 (the “Class B common stock”), or approximately $0.0035 per share. The Sponsor purchased 4,671,875 Founder Shares, FL Co-Investment the Company’s Chief Financial Officer and Secretary, at their original purchase price. Simultaneously with such transfer, each of FL Co-Investment Founder Shares to the Sponsor, respectively, at their original purchase price. Such sale of Founder Shares to the Company’s directors and executives is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founder Shares were sold to directors and executives and effectively transferred subject to a performance condition (i.e., the consummation of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. On November 2, 2022, the Company entered into the Merger Agreement (see Note 1); however, the Merger Agreement was subject to certain conditions to closing, such as, for example, approval by the Company’s stockholders. As a result, the Company determined that there was a possibility that a Business Combination might not happen and, therefore, no stock-based compensation expense was recognized as of December 31, 2023. The Initial Stockholders have agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, if (x) the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading lock-up. On August 22, 2023, we issued an aggregate of 7,187,500 shares of Class A common stock to the Sponsor, FL Co-Investment, Intrepid Financial Partners, our independent directors and certain of our executive officers, upon the conversion of an equal number of shares of Class B common stock (the “Class B Conversion”). The 7,187,500 shares of Class A common stock issued in connection with the Class B Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Class B Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the prospectus for the Initial Public Offering (“IPO”) . After the Class B Conversion, no shares of Class B common stock remained outstanding. Convertible Promissory Notes (“Working Capital Loans”) In order to finance transaction costs in connection with a Business Combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company or convert them to warrants as described below. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. Initially up to $1,500,000, which was increased to $3,500,000 on March 24, 2023, of such loans may be convertible into warrants. The warrants would be identical to the Private Placement Warrants. As discussed below, since inception, the Company has entered into nine convertible promissory notes under this arrangement with the Sponsor to provide Working Capital Loans. On March 1, 2021, the Company issued an unsecured promissory note to the Sponsor (the “First Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $365,000. The First Working Capital Loan is non-interest bearing and payable on the consummation of the Company’s Business Combination. The First Working Capital Loan was fully drawn down in the period ended December 31, 2021. The Sponsor assigned $145,000 of the First Working Capital Loan to our Executive Vice President and Chief Financial Officer, Gregory Patrinely, $110,000 of the First Working Capital Loan to our Executive Vice President, General Counsel and Secretary, Anthony Duenner, and $110,000 of the First Working Capital Loan to our President, Caldwell Flores. As of December 31, 2023 and 2022, the First Working Capital Loan in the amount of $365,000 was fully drawn. The fair value of the note was estimated by the Company to be $383,323 at initial measurement, $704,450 and $343,034 at December 31, 2023 and 2022, respectively. On December 27, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Second Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $800,000. The Second Working Capital Loan is non-interest bearing and payable on the consummation of the Company’s Business Combination. As of December 31, 2023 and 2022, the Second Working Capital Loan in the amount of $800,000 was fully drawn. The fair value of the note was estimated by the Company to be $656,560 at initial measurement, $1,544,000 and $751,856 at December 31, 2023 and 2022, respectively. On March 29, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Third Working Capital Loan”), pursuant to which the Company may borrow up to an aggregate principal amount of $335,000. The Third Working Capital Loan is non-interest bearing and payable on the consummation of the Company’s Business Combination. As of December 31, 2023 and 2022, the Third Working Capital Loan in the amount of $335,000 was fully drawn. The Sponsor assigned $111,667 of the Third Working Capital Loan to each of our Executive Vice President and Chief Financial Officer, Gregory Patrinely, and President Caldwell Flores, and $111,666 of the Third Working Capital Loan to our Executive Vice President, General Counsel and Secretary, Anthony Duenner. The fair value of the note was estimated by the Company to be $282,874 at initial measurement, and the amount by which the proceeds from the Third Working Capital Loan exceeded its initial fair value has been recognized as a credit within stockholders’ deficit during the year ended December 31, 2022. The fair value of the note was estimated by the Company to be $646,550 and $314,840 at December 31, 2023 and 2022, respectively. On September 30, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Q3 2022 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $170,000 (see Promissory Note Amendments above). The Q3 2022 Promissory Note is non-interest bearing and payable on the consummation of the Company’s Business Combination. On October 5, 2022, the Q3 2022 Promissory Note was fully drawn down by the Company. The fair value of the note was estimated by the Company to be $328,100 at December 31, 2023. On October 31, 2022, the Company issued an unsecured promissory note to the Sponsor (the “Q4 2022 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $200,000 (see Promissory Note Amendments above). The Q4 2022 Promissory Note is non-interest bearing and payable on the consummation of the Company’s Business Combination. On October 31, 2022, the Q4 2022 Promissory Note was fully drawn down by the Company. The fair value of the note was estimated by the Company to be $386,000 at December 31, 2023. On February 6, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Q1 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $535,000 of which $356,370 is convertible in to warrants post-Business Combination (see Promissory Note Amendments below). The Q1 2023 Promissory Note is non-interest bearing and payable on the consummation of the Company’s Business Combination. On February 7, 2023, the Q1 2023 Promissory Note was fully drawn down by the Company. The fair value of the convertible portion of the note was estimated by the Company to be $687,794 at December 31, 2023. On May 12, 2023, the Company issued an unsecured promissory note to the Sponsor (the “First Q2 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $395,000. The First Q2 2023 Promissory Note is non-interest bearing and payable on the consummation of the Company’s Business Combination. On May 15, 2023, the First Q2 2023 Promissory Note was fully drawn down by the Company. The fair value of the note was estimated by the Company to be $229,653 at initial measurement, and the amount by which the proceeds from the First Q2 2023 Promissory Note exceeded its initial fair value has been recognized as a credit within stockholders’ deficit during the year ended December 31, 2023. The fair value of the note was estimated by the Company to be $762,350 at December 31, 2023. On June 22, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Fourth Q2 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $50,000. The Fourth Q2 2023 Promissory Note is non-interest bearing and payable on the consummation of the Company’s Business Combination. The fair value of the note was estimated by the Company to be $29,150 at initial measurement and $96,500 at December 31, 2023, and the amount by which the proceeds from the Fourth Q2 2023 Promissory Note exceeded its initial fair value has been recognized as a credit within stockholders’ deficit during the year ended December 31, 2023. On June 28, 2023, the Fourth Q2 2023 Promissory Note was fully drawn down by the Company. On August 30, 2023, the Company issued an unsecured promissory note to the Sponsor (the “First Q3 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $635,000. The First Q3 2023 Promissory Note is non-interest bearing and payable on the consummation of the Company’s Business Combination. The fair value of the note was estimated by the Company to be $330,199 at initial measurement and $1,225,550 at December 31, 2023, and the amount by which the proceeds from the First Q3 2023 Promissory Note exceeded its initial fair value has been recognized as a credit within stockholders’ deficit during the year ended December 31, 2023. On August 30, 2023, the First Q3 2023 Promissory Note was fully drawn down by the Company. On March 29, 2023, the Company and Flame Acquisition Sponsor LLC entered into amendments to each of the Q3 2022 Promissory Note, Q4 2022 Promissory Note and Q1 2023 Promissory Note, pursuant to which loans made under such notes are, at the lender’s discretion, convertible into warrants of the post-Business Combination entity. On May 12, 2023, the Q1 2023 Promissory note was amended to clarify that approximately $356,370 of the note proceeds are convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant, while the remainder of the note proceeds are non-convertible notes to be used to fund advances to the acquisition target. Such warrants are identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The Company evaluated the amendments to each of the Q3 2022 Promissory Note, Q4 2022 Promissory Note and Q1 2023 Promissory Note under ASC 470-50, “Debt–Modification and Extinguishment”, and concluded that the amendments resulted in terms that were substantially different and thus resulted in debt extinguishments. The fair value of the Q3 2022 Promissory Note, Q4 2022 Promissory Note and Q1 2023 Promissory Note ($726,370 in aggregate proceeds) was estimated by the Company to be $684,165 upon the amendments. The amount by which the proceeds from each of the Q3 2022 Promissory Note, Q4 2022 Promissory Note and Q1 2023 Promissory Note exceeded their fair value has been recognized as a capital contribution within stockholders’ deficit during the year ended December 31, 2023. As of December 31, 2023, each of the First Working Capital Loan, Second Working Capital Loan, Third Working Capital Loan, Q3 2022 Promissory Note, Q4 2022 Promissory Note, First Q2 2023 Promissory Note, Fourth Q2 2023 Promissory Note, First Q3 2023 Promissory Note and a portion of the Q1 2023 Promissory Note may be convertible into warrants ($3,306,370 in total proceeds or 3,306,370 in aggregate warrants as of December 31, 2023) at a price of $1.00 per warrant at the option of the lender. There were no additional borrowings under Convertible Promissory Notes other than those described above. No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of our initial stockholders, officers or directors who owned our shares of common stock prior to the Flame IPO, or to any of their respective affiliates, prior to or in connection with to the Business Combination. At the Closing, all of the Working Capital Loans were converted into an aggregate of 3,306,370 Warrants at a price of $1.00 per Warrant and each of the Promissory Note Loans (as defined below) Promissory Note Loans In addition, the Company has borrowed certain funds from the Sponsor under non-convertible promissory notes (“Promissory Note Loans”) that have been used to pay for expenditures of the acquisition target. As discussed below, since inception, the Company has entered into four non-convertible promissory notes under this arrangement with the Sponsor. In accordance with the Merger Agreement, the Company is to pay for up to $1.5 million (subsequently amended to a cap of $3.0 million) in reasonable out-of-pocket fees and expenses for any agents, advisors, consultants, experts, independent contractors and financial advisors engaged on behalf of Holdco or Sable and incurred in connection with the transactions contemplated by the Merger Agreement and Sable-EM Purchase Agreement at closing of the Business Combination. During the year ended December 31, 2023, the Company paid $884,432 in such expenditures on behalf of Sable which have been recorded and included in Operating costs on the statements of operations for the year ended December 31, 2023. The Company is under no obligation to make further advances prior to the closing of the Business Combination. On May 12, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Second Q2 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $355,000. The Second Q2 2023 Promissory Note is non-interest bearing and payable on the consummation of the Company’s Business Combination. On May 15, 2023, the Second Q2 2023 Promissory Note was fully drawn down by the Company. On June 22, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Third Q2 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $100,000. The Third Q2 2023 Promissory Note is non-interest bearing and payable on the consummation of the Company’s Business Combination. On June 28, 2023, the Third Q2 2023 Promissory Note was fully drawn down by the Company. On August 30, 2023, the Company issued an unsecured promissory note to the Sponsor (the “Second Q3 2023 Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $495,000. The Second Q3 2023 Promissory Note is non-interest bearing and payable on the consummation of the Company’s Business Combination. On August 30, 2023, the Second Q3 2023 Promissory Note was fully drawn down by the Company. The following tables present the balances of the convertible promissory notes – related parties, at fair value and the promissory notes to related parties as of the respective period ends: Principal Value $Amount Fair Value December 31, December 31, Convertible notes - related parties, at fair value First Working Capital Loan $ 365,000 $ 704,450 $ 343,034 Second Working Capital Loan 800,000 1,544,000 751,856 Third Working Capital Loan 335,000 646,550 314,840 Q3 2022 Promissory Note 170,000 328,100 — Q4 2022 Promissory Note 200,000 386,000 — Q1 2023 Promissory Note 356,370 687,794 — First Q2 2023 Promissory Note 395,000 762,350 — Fourth Q2 2023 Promissory Note 50,000 96,500 — First Q3 2023 Promissory Note 635,000 1,225,550 — Total $ 3,306,370 $ 6,381,294 $ 1,409,730 Promissory notes to related parties Q3 2022 Promissory Note $ — $ — $ 170,000 Q4 2022 Promissory Note — — 200,000 Q1 2023 Promissory Note 178,630 178,630 — Second Q2 2023 Promissory Note 355,000 355,000 — Third Q2 2023 Promissory Note 100,000 100,000 — Second Q3 2023 Promissory Note 495,000 495,000 — Total $ 1,128,630 $ 1,128,630 $ 370,000 |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Business Combination Marketing Agreement The Company has engaged underwriters as advisors in connection with its business combination to assist it in holding meetings with the Company’s stockholders to discuss the potential business combination and the target business’s attributes, introduce it to potential investors that are interested in purchasing its securities in connection with the potential business combination, assist it in obtaining stockholder approval for the business combination and assist the Company with its press releases and public filings in connection with the business combination. The Company will pay the Marketing Fee (as defined in the Company’s registration statement on Form S-1, the Flame IPO retained by Flame. Upon the closing of the Business Combination, the Marketing Agreement fee of $10,062,500 was paid in full. Underwriters Agreement On March 1, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $5,750,000 in the aggregate. Mar k On January 30, 2024, the Company engaged advisory services to assist the Company with general marketing assistance associated with the Business Combination. The Advisor was not entitled to any fee unless the Company consummated the Business Combination. Upon the closing of the Business Combination, the Company paid the marketing advisor a fee of $ 750,000 Deferred Legal Fees As of December 31 , 20 |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock . Class A Common Stock per share) was removed from the Trust Account to pay such redeeming holders on August 31, 2023. On February 12, 2024, holders of 150,823 shares of Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $1,572,250 (approximately $10.42 per share) was removed from the Trust Account to pay such redeeming holders on February 14, 2024. Class B Common Stock . Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. The Class B common stock are identical to the shares of Class A common stock included in the units being sold in the IPO, and holders of Class B common stock have the same stockholder rights as public stockholders, except that (i) the Class B common stock are subject to certain transfer restrictions, as described in more detail below, (ii) our founders, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Class B common stock and any Public Shares held by them in connection with the completion of our Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to any Class B common stock held by them if the Company fails to complete our Business Combination within the prescribed time period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete our Business Combination within such time period, (iii) the Class B common stock are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial Business Combination, on a one-for-one With certain limited exceptions, the Class B common stock are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial Business Combination or (B) subsequent to our initial Business Combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The 7,187,500 shares of Class A common stock issued in connection with the Class B Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Class B Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the prospectus for the IPO described above (See Note 3). |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants [Abstract] | |
Warrants | NOTE 8 — WARRANTS Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the shares of Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of Warrants For Cash • in whole and not in part; • at a price of $0.01 per Public Warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, the Company will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day Redemption of Warrants For Shares of Class A Common Stock • in whole and not in part; • at a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A common stock; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of shares of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants For Cash” and “Redemption of Warrants For Shares of Class A Common Stock” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that (x) the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants are exercisable on a cashless basis and non-redeemable Additionally, as discussed in Note 5, the Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. Initially up to $1,500,000, which was increased to $3,500,000 on March 24, 2023, of such loans may be convertible into warrants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 9— FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, Level December 31, 2022 Assets: Funds held in Trust Account 1 $ — 1 $ 290,718,297 Liabilities: Warrant liability—Public Warrants 1 $ 27,743,750 1 $ 9,343,750 Warrant liability—Private Pl ac 3 $ 11,470,000 3 $ 2,805,500 Convertible Pro m 3 $ 6,381,294 3 $ 1,409,730 Investments Held in Trust Account As of December 31, 2023 and 2022, investments in the Company’s Trust Account consisted of $63,558,404 in a demand deposit account (and are therefore not reflected in the table above) Except as described below, there were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2023 and 2022. Level 1 instruments include investments in money markets investing in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Warrant Liabilities The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement had been estimated using Monte-Carlo simulations at the initial measurement date up to the date when the Public Warrants started trading on April 19, 2021. For each subsequent measurement since April 19, 2021, the public warrants were measured at the Observable Quoted Price in Active Markets. Private warrants were measured using the Modified Black-Scholes Optional Pricing Model. The estimated fair value of the private warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The aforementioned warrant liabilities are not subject to qualified hedge accounting. As Private Placement Warrants held by FL Co-Investment The following table provides quantitative information regarding Level 3 inputs used to determine the fair values of Private Placement Warrants as of December 31, 2023 and 2022. December 31, 2023 December 31, Stock price $ 11.39 $ 10.05 Strike price $ 11.50 $ 11.50 Term (in years) 2.15 3.15 Volatility 5.3 % 0.0 % Risk-free rate 4.11 % 4.12 % Dividend yield 0.00 % 0.00 % The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Private Placement Warrants, excluding Private Placement Warrants held by FL Co-Investment Inputs December 31, 2023 December 31, 2022 Stock price $ 11.39 $ 10.05 Strike price $ 11.50 $ 11.50 Term (in years) 5.09 5.25 Volatility 5.3 % 0.0 % Risk-free rate 3.77 % 3.91 % Dividend yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of December 31, 2021 $ 8,625,000 $ 4,022,250 $ 12,647,250 Change in valuation inputs or other assumptions 718,750 (1,216,750 ) (498,000 ) Fair value as of December 31, 2022 9,343,750 2,805,500 12,149,250 Change in valuation inputs or other assumptions 18,400,000 8,664,500 27,064,500 Fair value as of December 31, 2023 $ 27,743,750 $ 11,470,000 $ 39,213,750 Convertible Promis s te The convertible promissory notes were valued using a combination of Black-Scholes and Geske models, which is considered to be primarily a Level 3 fair value measurement input. The estimated fair value of the Promissory Notes was based on the following significant inputs: Inputs 2023 Input (a) December 31, 2023 December 31, 2022 Exercise price $ 11.50 $ 11.50 $ 11.50 Volatility 1.9% - 2.5 % 11.4 % 1.2 % Expected term to warrant expiration 5.2 - 5.6 years 5.1 years 5.3 years Risk-free-rate 3.39% - 4.17 % 3.77 % 3.91 % Dividend yield 0 % 0 % 0 % Stock price $ 10.13 - $10.39 $ 11.39 $ 10.05 (a) Represents the range of inputs utilized on the respective dates of the initial valuations of the various convertible note draws and extinguishments during the year ended December 31, 2023. The following table presents the changes in the fair value of the Level 3 Promissory Notes: Fair value as of December 31, 2021 $ 956,115 Proceeds received through Convertible Promissory Note on March 29, 2022 335,000 Initial measurement of fair value of Promissory Note (52,126 ) Change in fair value of Promissory Notes 170,741 Fair value as of December 31, 2022 $ 1,409,730 Principal amount of Promissory Notes amended on March 29, 2023 726,370 Initial measurement of fair value of Promissory Notes upon extinguishment of debt (42,205 ) Proceeds received through Convertible Promissory Notes on May 12, 2023, June 28, 2023, and August 30, 2023 1,080,000 Initial Measurement of fair value of Promissory Notes (490,995 ) Change in valuation inputs or other assumptions 3,698,394 Fair value as of December 31, 2023 $ 6,381,294 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the years ended December 31, 2023 and 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 — 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 statement 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 included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023, and December 31, 2022, the change in the valuation allowance was Internal Revenue Section 195 requires start-up start-up start-up The Company’s net deferred tax assets at December 31, 2023 and 2022, are as follows: December 31, December 31, Deferred tax asset Start-up/organization $ 1,800,897 $ 1,560,694 Total deferred tax assets 1,800,897 1,560,694 Valuation allowance (1,800,897 ) (1,560,694 ) Deferred tax assets, net of allowance $ — $ — The income tax provision for the years ended December 31, 2023 and 2022, consists of the following: Years Ended December 31, 2023 2022 Current Federal $ 914,318 $ 757,069 State — — Deferred Federal (240,203 ) (1,210,347 ) State — — Change in valuation allowance 240,203 1,210,347 Income tax provision $ 914,318 $ 757,069 As of December 31, 2023 and 2022, the Company had zero of U.S. federal net operating loss carryovers available to offset future taxable income. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company accrued for and paid interest and penalties of $29,072 and $0 for the periods ended December 31, 2023 and 2022, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company files income tax returns in the U.S. federal and state of Texas jurisdictions. The apportionment rate in Texas is currently 0.0%. The Company’s tax returns for the years ended December 31, 2023, 2022, and 2021, remain open and subject to examination. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022, is as follow s: Years Ended December 31, 2023 2022 Income tax at statutory rate 21.0 % 21.0 % Change in valuation allowance (0.8 )% (66.0 )% Fair value adjustments of warrants and convertible notes (20.6 )% 3.7 % Merger related expenses (2.4 )% — Other (0.1 )% — Income tax expense (2.9 )% (41.3 )% |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 — SUBSEQUENT EVENTS The Company evaluated subsequent eve n On March 26, 2024, the Company, entered into a Stipulation and Agreement of Settlement (the “Settlement Agreement”) among (i) Grey Fox, LLC, MAZ Properties, Inc., Bean Blossom, LLC, Winter Hawk, LLC, Mark Tautrim, Trustee of the Mark Tautrim Revocable Trust, and Denise McNutt, on behalf of themselves and the Court-certified Settlement Class (the “Plaintiffs and Settlement Class Members”), (ii) Pacific Pipeline Company (“PPC”), and (iii) the Company, with respect to the settlement and release of certain claims related to the Pipelines, including claims impacting the right of way for the Pipelines (collectively, the “Released Claims”). Pursuant to the terms of the Settlement Agreement, (i) the Plaintiffs and Settlement Class Members will be obligated to, among other things, (a) release the Company, PPC and the other released parties from and against the Released Claims, (b) grant certain temporary construction easements to facilitate the repair of certain portions of the Pipelines, and (c) cooperate in good faith with the Company and PPC with respect to any and all steps reasonably required to restart the Pipelines and operate it thereafter, including obtaining all necessary regulatory approvals, c on |
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 (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K and Regulation S-X of |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. |
Investments Held in Trust Account | Investments Held in Trust Account At December 31, 2023 and 2022, the Trust Account had $0 and $290,718,297 held in marketable securities, respectively. At December 31, 2023, investments in the Company’s Trust Account consisted of $63,558,404 in a demand deposit account (see Note 1 for further discussion). During the year ended December 31, 2023, the Company Marketable securities held in the Trust Account are classified as “Trading Securities” in accordance with ASC 320, “Investments – Debt Securities” and are reported at fair value with unrealized gains or losses included in earnings of the current period. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2023 and 2022, the Company did not experience losses on this account. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock are classified as stockholders’ deficit. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2023 and 2022, 6,104,682 and 28,750,000 shares of Class A common stock subject to possible redemption, representing all outstanding shares of redeemable Class A common stock on those dates, are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. Under ASC 480-10-S99, paid-in The amount accreted in 2023 represents investment income accrued in the Trust Account since the date of the IPO reduced by the amounts of Delaware franchise tax and income taxes paid and payable for 2021, 2022 and 2023, net of cash withdrawn from the Trust Account to pay these obligations. On February 23, 2023, the Company was notified by stockholders holding 20,317,255 shares of Class A common stock that they exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $206,121,060 (approximately $10.15 per share) was removed from the Trust Account to pay such redeeming holders on March 2, 2023. On August 29, 2023, the Company was notified by stockholders holding 2,328,063 shares of Class A common stock that they exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, $24,008,096 (approximately $10.31 per share) was removed from the Trust Account to pay such redeeming holders on August 31, 2023. At December 31, 2023 and 2022, the Class A common stock Shares Value Contingently redeemable common stock at December 31, 2021 28,750,000 $ 287,500,000 Plus: Remeasurement of Class A common stock subject to possible redemption — 2,847,008 Contingently redeemable common stock at December 31, 2022 28,750,000 290,347,008 Less: Redemptions of Class A common stock (22,645,318 ) (230,129,156 ) Plus: Remeasurement of Class A common stock subject to possible redemption — 3,301,702 Contingently redeemable common stock at December 31, 2023 6,104,682 $ 63,519,554 On February 12, 2024, holders of an additional |
Class A Common Stock | Class A Common Stock On August 22, 2023, we issued an aggregate of 7,187,500 shares of Class A common stock to the Sponsor, FL Co-Investment, Intrepid Financial Partners, our independent directors and certain of our executive officers, upon the conversion of an equal number of shares of Class B common stock (the “Class B Conversion”). The 7,187,500 shares of Class A common stock issued in connection with the Class B Conversion are subject to the same restrictions as applied to the shares of Class B common stock before the Class B Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the prospectus for the Initial Public Offering (“IPO”) described below (See Note 3). After the Class B Conversion, no shares of Class B common stock remained outstanding. |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share.” Net loss per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Subsequent remeasurement of the redeemable Class A common stock is excluded from income per share of common stock as the redemption value approximates fair value. Net loss per share of common stock is computed by dividing the pro rata net loss between the shares of Class A common stock and the shares of Class B common stock by the weighted average number of shares of common stock outstanding for each of the periods. The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the IPO, as well as warrants issuable upon the exercise of the conversion option on outstanding working capital loans, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except share amounts): For the Years Ended 2023 2022 Common stock subject to possible redemption Numerator: Net loss allocable to Class A common stock subject to possible redemption $ (19,371,838 ) $ (2,072,758 ) Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 10,870,337 28,750,000 Basic and Diluted net loss per share, Redeemable Class A common $ (1.78 ) $ (0.07 ) Non-Redeemable Numerator: Net loss allocable to Non-Redeemable common stock not subject to redemption $ (12,808,719 ) $ (518,190 ) Denominator: Weighted Average Non-Redeemable common 7,187,500 7,187,500 Basic and diluted net loss per share $ (1.78 ) $ (0.07 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed The Company accounts for its 22,125,000 common stock warrants issued in connection with its Initial Public Offering (14,375,000) and Private Placement (7,750,000) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement |
Convertible Promissory Notes—Related Party | Convertible Promissory Notes—Related Party The Company accounts for the convertible promissory notes under ASC 815. The Company has made the election under ASC 815-15-25 non-cash |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. 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 included the enactment date. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company accrued for and paid interest and penalties of $29,072 and $0 for the periods ended December 31, 2023 and 2022, respectively. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its positio n. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, “Debt-Debt (Subtopic 470-20) (Subtopic 815-40): (“ASU 2020-06”), ASU 2020-06 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Reconciled the Class A Ordinary Shares | At December 31, 2023 and 2022, the Class A common stock Shares Value Contingently redeemable common stock at December 31, 2021 28,750,000 $ 287,500,000 Plus: Remeasurement of Class A common stock subject to possible redemption — 2,847,008 Contingently redeemable common stock at December 31, 2022 28,750,000 290,347,008 Less: Redemptions of Class A common stock (22,645,318 ) (230,129,156 ) Plus: Remeasurement of Class A common stock subject to possible redemption — 3,301,702 Contingently redeemable common stock at December 31, 2023 6,104,682 $ 63,519,554 |
Summary of Basic and Diluted Loss Per Ordinary Share | The following table reflects the calculation of basic and diluted net loss per share of common stock (in dollars, except share amounts): For the Years Ended 2023 2022 Common stock subject to possible redemption Numerator: Net loss allocable to Class A common stock subject to possible redemption $ (19,371,838 ) $ (2,072,758 ) Denominator: Weighted Average Redeemable Class A common stock, Basic and Diluted 10,870,337 28,750,000 Basic and Diluted net loss per share, Redeemable Class A common $ (1.78 ) $ (0.07 ) Non-Redeemable Numerator: Net loss allocable to Non-Redeemable common stock not subject to redemption $ (12,808,719 ) $ (518,190 ) Denominator: Weighted Average Non-Redeemable common 7,187,500 7,187,500 Basic and diluted net loss per share $ (1.78 ) $ (0.07 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Instruments [Abstract] | |
Schedule Of Fair Value Of Debt Instrument | The following tables present the balances of the convertible promissory notes – related parties, at fair value and the promissory notes to related parties as of the respective period ends: Principal Value $Amount Fair Value December 31, December 31, Convertible notes - related parties, at fair value First Working Capital Loan $ 365,000 $ 704,450 $ 343,034 Second Working Capital Loan 800,000 1,544,000 751,856 Third Working Capital Loan 335,000 646,550 314,840 Q3 2022 Promissory Note 170,000 328,100 — Q4 2022 Promissory Note 200,000 386,000 — Q1 2023 Promissory Note 356,370 687,794 — First Q2 2023 Promissory Note 395,000 762,350 — Fourth Q2 2023 Promissory Note 50,000 96,500 — First Q3 2023 Promissory Note 635,000 1,225,550 — Total $ 3,306,370 $ 6,381,294 $ 1,409,730 Promissory notes to related parties Q3 2022 Promissory Note $ — $ — $ 170,000 Q4 2022 Promissory Note — — 200,000 Q1 2023 Promissory Note 178,630 178,630 — Second Q2 2023 Promissory Note 355,000 355,000 — Third Q2 2023 Promissory Note 100,000 100,000 — Second Q3 2023 Promissory Note 495,000 495,000 — Total $ 1,128,630 $ 1,128,630 $ 370,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description: Level December 31, Level December 31, 2022 Assets: Funds held in Trust Account 1 $ — 1 $ 290,718,297 Liabilities: Warrant liability—Public Warrants 1 $ 27,743,750 1 $ 9,343,750 Warrant liability—Private Pl ac 3 $ 11,470,000 3 $ 2,805,500 Convertible Pro m 3 $ 6,381,294 3 $ 1,409,730 |
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model | The following table provides quantitative information regarding Level 3 fair value measurements used to determine the fair value of the Private Placement Warrants, excluding Private Placement Warrants held by FL Co-Investment Inputs December 31, 2023 December 31, 2022 Stock price $ 11.39 $ 10.05 Strike price $ 11.50 $ 11.50 Term (in years) 5.09 5.25 Volatility 5.3 % 0.0 % Risk-free rate 3.77 % 3.91 % Dividend yield 0.00 % 0.00 % |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of December 31, 2021 $ 8,625,000 $ 4,022,250 $ 12,647,250 Change in valuation inputs or other assumptions 718,750 (1,216,750 ) (498,000 ) Fair value as of December 31, 2022 9,343,750 2,805,500 12,149,250 Change in valuation inputs or other assumptions 18,400,000 8,664,500 27,064,500 Fair value as of December 31, 2023 $ 27,743,750 $ 11,470,000 $ 39,213,750 |
Promissory Note [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model | The convertible promissory notes were valued using a combination of Black-Scholes and Geske models, which is considered to be primarily a Level 3 fair value measurement input. The estimated fair value of the Promissory Notes was based on the following significant inputs: Inputs 2023 Input (a) December 31, 2023 December 31, 2022 Exercise price $ 11.50 $ 11.50 $ 11.50 Volatility 1.9% - 2.5 % 11.4 % 1.2 % Expected term to warrant expiration 5.2 - 5.6 years 5.1 years 5.3 years Risk-free-rate 3.39% - 4.17 % 3.77 % 3.91 % Dividend yield 0 % 0 % 0 % Stock price $ 10.13 - $10.39 $ 11.39 $ 10.05 (a) Represents the range of inputs utilized on the respective dates of the initial valuations of the various convertible note draws and extinguishments during the year ended December 31, 2023. |
Schedule of Changes in the Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of the Level 3 Promissory Notes: Fair value as of December 31, 2021 $ 956,115 Proceeds received through Convertible Promissory Note on March 29, 2022 335,000 Initial measurement of fair value of Promissory Note (52,126 ) Change in fair value of Promissory Notes 170,741 Fair value as of December 31, 2022 $ 1,409,730 Principal amount of Promissory Notes amended on March 29, 2023 726,370 Initial measurement of fair value of Promissory Notes upon extinguishment of debt (42,205 ) Proceeds received through Convertible Promissory Notes on May 12, 2023, June 28, 2023, and August 30, 2023 1,080,000 Initial Measurement of fair value of Promissory Notes (490,995 ) Change in valuation inputs or other assumptions 3,698,394 Fair value as of December 31, 2023 $ 6,381,294 |
Other Private Placement Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Fair Value Measurements Using Monte Carlo Simulation Model | The following table provides quantitative information regarding Level 3 inputs used to determine the fair values of Private Placement Warrants as of December 31, 2023 and 2022. December 31, 2023 December 31, Stock price $ 11.39 $ 10.05 Strike price $ 11.50 $ 11.50 Term (in years) 2.15 3.15 Volatility 5.3 % 0.0 % Risk-free rate 4.11 % 4.12 % Dividend yield 0.00 % 0.00 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary Of Net Deferred Tax Assets | The Company’s net deferred tax assets at December 31, 2023 and 2022, are as follows: December 31, December 31, Deferred tax asset Start-up/organization $ 1,800,897 $ 1,560,694 Total deferred tax assets 1,800,897 1,560,694 Valuation allowance (1,800,897 ) (1,560,694 ) Deferred tax assets, net of allowance $ — $ — |
Summary Of Income Tax Provision | The income tax provision for the years ended December 31, 2023 and 2022, consists of the following: Years Ended December 31, 2023 2022 Current Federal $ 914,318 $ 757,069 State — — Deferred Federal (240,203 ) (1,210,347 ) State — — Change in valuation allowance 240,203 1,210,347 Income tax provision $ 914,318 $ 757,069 |
Summary Of Reconciliation Of The Federal Income Tax Rate(Benefit) And Effective Tax Rate(Benefit) | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022, is as follow s: Years Ended December 31, 2023 2022 Income tax at statutory rate 21.0 % 21.0 % Change in valuation allowance (0.8 )% (66.0 )% Fair value adjustments of warrants and convertible notes (20.6 )% 3.7 % Merger related expenses (2.4 )% — Other (0.1 )% — Income tax expense (2.9 )% (41.3 )% |
Organization, Business Operat_2
Organization, Business Operations And Going Concern - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||||||||||
Feb. 14, 2024 | Aug. 31, 2023 | Aug. 29, 2023 | Mar. 02, 2023 | Mar. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 13, 2024 | Feb. 12, 2024 | Dec. 05, 2023 | Aug. 22, 2023 | Jun. 30, 2023 | Feb. 27, 2023 | Feb. 23, 2023 | Nov. 02, 2022 | Aug. 16, 2022 | Dec. 31, 2021 | |
Restricted investments term | 185 days | ||||||||||||||||
Minimum percent of balance in the Trust Account for business combination | 80% | ||||||||||||||||
Minimum percent of outstanding voting securities owns for business combination | 50% | ||||||||||||||||
Redemption of shares for a pro rata portion | $ 10 | ||||||||||||||||
Minimum tangible assets for business combination | $ 5,000,001 | ||||||||||||||||
Percentage of public shares to be redeemed on non-completion of business combination | 100% | ||||||||||||||||
Stock price threshold limit | $ 10 | ||||||||||||||||
cash | $ 267,816 | ||||||||||||||||
Amount in the trust account available to be withdrawn | 2,969,263 | ||||||||||||||||
Working capital deficit | 16,407,803 | ||||||||||||||||
Investment income, interest to pay dissolution expenses | 100,000 | ||||||||||||||||
Payment of taxes | $ 1,446,193 | ||||||||||||||||
Excise Tax On Certain Repurchases Of Stock Under Inflation Reduction Act | 1% | ||||||||||||||||
Temporary equity shares outstanding | 6,104,682 | 28,750,000 | 150,823 | 28,750,000 | |||||||||||||
Proceeds from sale of restricted investments | $ 1,572,250 | $ 24,008,096 | $ 24,008,096 | $ 206,121,060 | $ 230,129,156 | $ 0 | |||||||||||
Temporary equity redemption price per share | $ 10.42 | $ 10.31 | $ 10.31 | $ 10.15 | $ 10.42 | ||||||||||||
Reduction Of Excise Tax Payable On Redemption | 2,308,378 | ||||||||||||||||
Minimum cash threshold previous | 200,000,000 | ||||||||||||||||
Minimum cash threshold current | $ 150,000,000 | ||||||||||||||||
Operating Lease, Term | 5 years | ||||||||||||||||
Common stock, value, subscriptions | $ 125,000,000 | ||||||||||||||||
Class of warrant or right, outstanding | 22,125,000 | ||||||||||||||||
Debt instrument, convertible, conversion price | $ 1 | ||||||||||||||||
Maximum [Member] | Lease Property One [Member] | |||||||||||||||||
Operating Lease, Right-of-Use Asset | $ 15,000,000 | ||||||||||||||||
Maximum [Member] | Lease Property Two [Member] | |||||||||||||||||
Operating Lease, Right-of-Use Asset | 5,000,000 | ||||||||||||||||
Minimum [Member] | Lease Property One [Member] | |||||||||||||||||
Operating Lease, Right-of-Use Asset | 1,000,000 | ||||||||||||||||
Minimum [Member] | Lease Property Two [Member] | |||||||||||||||||
Operating Lease, Right-of-Use Asset | $ 1,000,000 | ||||||||||||||||
Initial PIPE Subscription Agreements [Member] | |||||||||||||||||
Common Stock, Value | $ 55,000,000 | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Common Stock, Value | $ 25,000,000 | ||||||||||||||||
Secured Debt [Member] | |||||||||||||||||
Long-term debt, term | 5 years | ||||||||||||||||
Secured Debt [Member] | Term Loan Agreement [Member] | Exxon [Member] | |||||||||||||||||
Amount Available Under Promissory Note | $ 622,900,000 | ||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||||||
Class of warrants and rights issued during the period | $ 7,750,000 | ||||||||||||||||
Class of warrants and rights issued price per warrant | $ 1 | ||||||||||||||||
Common Stock [Member] | PIPE Subscription Agreements [Member] | |||||||||||||||||
Share price | $ 10 | ||||||||||||||||
Common stock shares issued | 44,024,910 | ||||||||||||||||
Common Stock, Value | $ 440,249,100 | ||||||||||||||||
Common Stock [Member] | Sable Offshore Holdings LLC [Member] | Initial PIPE Subscription Agreements [Member] | |||||||||||||||||
Share price | $ 0.0001 | ||||||||||||||||
Common Stock, Value | $ 520,000,000 | ||||||||||||||||
Common stock par or stated value per share | $ 52,000,000 | ||||||||||||||||
IPO [Member] | |||||||||||||||||
Stock issued during period shares | 28,750,000 | ||||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||||
Proceeds from issuance of IPO | $ 287,500,000 | ||||||||||||||||
cash | $ 287,500,000 | ||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||||||||||
Class of warrant or right, outstanding | 14,375,000 | ||||||||||||||||
Private Placement [Member] | |||||||||||||||||
Class of warrant or right, outstanding | 3,306,370 | 7,750,000 | |||||||||||||||
Debt instrument, convertible, conversion price | $ 1 | ||||||||||||||||
Common Class A [Member] | |||||||||||||||||
Temporary equity shares outstanding | 2,328,063 | 6,104,682 | 28,750,000 | 150,823 | 8,432,745 | 20,317,255 | 20,317,255 | ||||||||||
Percentage Of Common Stock Issued And Outstanding | 27.61% | 2.47% | 70.67% | 70.67% | |||||||||||||
Proceeds from sale of restricted investments | $ 230,129,156 | ||||||||||||||||
Temporary equity redemption price per share | $ 10.41 | $ 10.1 | |||||||||||||||
Common stock shares issued | 7,187,500 | 0 | |||||||||||||||
Common stock shares outstanding | 7,187,500 | 0 | |||||||||||||||
Common Stock, Value | $ 719 | ||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||||||||
Class of warrant or right, outstanding | 25,431,370 | 23,625,000 | |||||||||||||||
Common Class A [Member] | Sponsor [Member] | |||||||||||||||||
Common stock shares issued | 7,187,500 | ||||||||||||||||
Common Class B [Member] | |||||||||||||||||
Common stock shares issued | 0 | 7,187,500 | |||||||||||||||
Common stock shares outstanding | 0 | 7,187,500 | |||||||||||||||
Common Stock, Value | $ 719 | ||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||||||
Common stock shares outstanding | 0 | ||||||||||||||||
Common Class B [Member] | Sable Offshore Holdings LLC [Member] | Sable PIPE Subscription Agreements [Member] | |||||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||||
Common Unit, Issued | 7,450,000 | ||||||||||||||||
Common Unit, Issuance Value | $ 74,500,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||||||
Feb. 14, 2024 | Feb. 12, 2024 | Aug. 31, 2023 | Aug. 29, 2023 | Mar. 02, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 22, 2023 | Jun. 30, 2023 | Feb. 27, 2023 | Feb. 23, 2023 | Dec. 31, 2021 | |
Marketable Securities | $ 0 | $ 290,718,297 | ||||||||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||||||||||
Class A common stock subject to possible redemption | 150,823 | 6,104,682 | 28,750,000 | 28,750,000 | ||||||||
Common stock warrants issued | 22,125,000 | |||||||||||
Cash equivalents | $ 0 | $ 0 | ||||||||||
Proceeds from Interest Received | 1,446,193 | 786,918 | ||||||||||
Proceeds from Sale of Restricted Investments | $ 1,572,250 | $ 24,008,096 | $ 24,008,096 | $ 206,121,060 | 230,129,156 | 0 | ||||||
Temporary Equity Redemption Price Per Share | $ 10.42 | $ 10.42 | $ 10.31 | $ 10.31 | $ 10.15 | |||||||
Payments for repurchase of common stock | $ 1,572,250 | 230,129,156 | 0 | |||||||||
Assets Held-in-trust, Noncurrent | 63,558,404 | 290,718,297 | ||||||||||
Unrecognized Tax Benefits | 0 | 0 | ||||||||||
Unrecognized tax benefits interest and penalty expenses on income tax | $ 29,072 | $ 0 | ||||||||||
Common Class A [Member] | ||||||||||||
Class A common stock subject to possible redemption | 150,823 | 2,328,063 | 6,104,682 | 28,750,000 | 8,432,745 | 20,317,255 | 20,317,255 | |||||
Common stock warrants issued | 25,431,370 | 23,625,000 | ||||||||||
Proceeds from Sale of Restricted Investments | $ 230,129,156 | |||||||||||
Temporary Equity Redemption Price Per Share | $ 10.41 | $ 10.1 | ||||||||||
Common stock shares issued | 7,187,500 | 0 | ||||||||||
Common stock shares outstanding | 7,187,500 | 0 | ||||||||||
Common Class A [Member] | Sponser [Member] | ||||||||||||
Common stock shares issued | 7,187,500 | |||||||||||
Common Class B [Member] | ||||||||||||
Common stock shares issued | 0 | 7,187,500 | ||||||||||
Common stock shares outstanding | 0 | 7,187,500 | ||||||||||
Common Class B [Member] | Sponser [Member] | ||||||||||||
Common stock shares outstanding | 0 | |||||||||||
IPO [Member] | ||||||||||||
Common stock warrants issued | 14,375,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Common stock warrants issued | 3,306,370 | 7,750,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of Reconciled the Class A Ordinary Shares (Details) - USD ($) | 12 Months Ended | |||
Feb. 12, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | ||||
Contingently redeemable common stock, Shares | 150,823 | 6,104,682 | 28,750,000 | 28,750,000 |
Redemptions of Class A common stock, Shares | (22,645,318) | |||
Redemptions of Class A common stock | $ (1,572,250) | $ (230,129,156) | $ 0 | |
Remeasurement of Class A common stock subject to possible redemption | 3,301,702 | 2,847,008 | ||
Contingently redeemable ordinary shares | $ 63,519,554 | $ 290,347,008 | $ 287,500,000 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Basic and Diluted Loss Per Ordinary Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | Redeemable Common Stock [Member] | ||
Numerator [Abstract] | ||
Net loss allocable | $ (19,371,838) | $ (2,072,758) |
Denominator [Abstract] | ||
Weighted average shares outstanding, basic | 10,870,337 | 28,750,000 |
Weighted average shares outstanding, diluted | 10,870,337 | 28,750,000 |
Basic, net (loss) income per share | $ (1.78) | $ (0.07) |
Diluted, net (loss) income per share | $ (1.78) | $ (0.07) |
Common Class A And Class B [Member] | Non Redeemable Common Stock [Member] | ||
Numerator [Abstract] | ||
Net loss allocable | $ (12,808,719) | $ (518,190) |
Denominator [Abstract] | ||
Weighted average shares outstanding, basic | 7,187,500 | 7,187,500 |
Weighted average shares outstanding, diluted | 7,187,500 | 7,187,500 |
Basic, net (loss) income per share | $ (1.78) | $ (0.07) |
Diluted, net (loss) income per share | $ (1.78) | $ (0.07) |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) | Mar. 01, 2021 $ / shares shares | Dec. 31, 2023 shares $ / shares | Dec. 31, 2022 $ / shares |
Subsidiary, Sale of Stock [Line Items] | |||
Number of class A common stocks included in each unit | 1 | ||
Number of public warrants that each unit consists (in shares) | 0.5 | ||
Common Class A [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Shares issuable per whole warrant | 1 | ||
Exercise price of warrant | $ / shares | $ 11.5 | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering (Shares) | 28,750,000 | ||
Shares issued price per share | $ / shares | $ 10 | ||
Common stock par or stated value per share | $ / shares | $ 0.0001 | ||
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of Units in Initial Public Offering (Shares) | 3,750,000 |
Private Placement Warrants - Ad
Private Placement Warrants - Additional Information (Details) - Private Placement [Member] | Dec. 31, 2023 USD ($) $ / shares shares |
Class of Warrant or Right [Line Items] | |
Number of warrants issued | shares | 7,750,000 |
Number of warrants issued, price per warrant | $ / shares | $ 1 |
Aggreagate value of warrants issued | $ | $ 7,750,000 |
Warrants issued, exercise price | $ / shares | $ 11.5 |
Number of Class A common stock that can be purchased per warrant | shares | 1 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Fair Value of Debt Instrument (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 6,381,294 | $ 1,409,730 |
Principal Value | 3,306,370 | |
Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 1,128,630 | 370,000 |
Principal Value | 1,128,630 | |
First Working Capital Loan [Member] | Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 704,450 | 343,034 |
Principal Value | 365,000 | |
Second Working Capital Loan [Member] | Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 1,544,000 | 751,856 |
Principal Value | 800,000 | |
Third Working Capital Loan [Member] | Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 646,550 | 314,840 |
Principal Value | 335,000 | |
Q3 2022 Promissory Note [Member] | Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 328,100 | 0 |
Principal Value | 170,000 | |
Q3 2022 Promissory Note [Member] | Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 170,000 |
Principal Value | 0 | |
Q42022 Promissory Note [Member] | Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 386,000 | 0 |
Principal Value | 200,000 | |
Q42022 Promissory Note [Member] | Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 0 | 200,000 |
Principal Value | 0 | |
Q12023 Promissory Note [Member] | Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 687,794 | 0 |
Principal Value | 356,370 | |
Q12023 Promissory Note [Member] | Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 178,630 | 0 |
Principal Value | 178,630 | |
First Q3 2023 Promissory Note [Member] | Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 1,225,550 | 0 |
Principal Value | 635,000 | |
Second Q3 2023 Promissory Note [Member] | Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 495,000 | 0 |
Principal Value | 495,000 | |
First Q22023 Promissory Note [Member] | Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 762,350 | 0 |
Principal Value | 395,000 | |
Third Q22023 Promissory Note [Member] | Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 100,000 | 0 |
Principal Value | 100,000 | |
Fourth Q22023 Promissory Note [Member] | Converible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 96,500 | 0 |
Principal Value | 50,000 | |
Second Q22023 Promissory Note [Member] | Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Fair Value Disclosure | 355,000 | $ 0 |
Principal Value | $ 355,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
May 31, 2023 | Mar. 29, 2023 | Feb. 06, 2023 | Nov. 30, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 30, 2023 | Aug. 22, 2023 | Jun. 30, 2023 | Jun. 22, 2023 | May 12, 2023 | Mar. 31, 2023 | Mar. 24, 2023 | Oct. 31, 2022 | Sep. 30, 2022 | Mar. 29, 2022 | Dec. 31, 2021 | Dec. 27, 2021 | Mar. 01, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Related party transaction terms and manner of settlement | our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, the converted Class A common stock will be released from the lock-up. | ||||||||||||||||||
Debt instrument convertible conversion price | $ 1 | ||||||||||||||||||
Debt Instrument Drawn | $ 365,000 | ||||||||||||||||||
Proceed from convertible debt | 1,080,000 | $ 0 | |||||||||||||||||
Notes payable, fair value disclosure | 762,350 | ||||||||||||||||||
Share-based payment arrangement, expense | $ 0 | ||||||||||||||||||
Debt conversion, converted instrument, warrants or options issued | 3,306,370 | ||||||||||||||||||
Q12023 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument drawn | $ 535,000 | ||||||||||||||||||
Proceeds From Notes Payable | $ 356,370 | ||||||||||||||||||
Common Class B [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Common stock shares issued | 0 | 7,187,500 | |||||||||||||||||
Common stock shares outstanding | 0 | 7,187,500 | |||||||||||||||||
Common Class A [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Common stock shares issued | 7,187,500 | 0 | |||||||||||||||||
Common stock shares outstanding | 7,187,500 | 0 | |||||||||||||||||
Working Capital Loans [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument convertible conversion price | $ 1 | $ 1 | |||||||||||||||||
Fair value estimated by the Company | $ 684,165 | ||||||||||||||||||
Working capital loans | $ 0 | ||||||||||||||||||
Working Capital Loans [Member] | Minimum [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument convertible conversion amount | $ 1,500,000 | ||||||||||||||||||
Working Capital Loans [Member] | Maximum [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument convertible conversion amount | $ 3,500,000 | ||||||||||||||||||
First Working Capital Loan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 365,000 | ||||||||||||||||||
Promissory note interest bearing | 0% | ||||||||||||||||||
Fair value estimated by the Company | 704,450 | $ 343,034 | |||||||||||||||||
Fair value at initial measurement | 383,323 | ||||||||||||||||||
Second Working Capital Loan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 800,000 | ||||||||||||||||||
Promissory note interest bearing | 0% | ||||||||||||||||||
Debt Instrument Drawn | $ 800,000 | ||||||||||||||||||
Fair value estimated by the Company | 1,544,000 | 751,856 | |||||||||||||||||
Fair value at initial measurement | $ 656,560 | ||||||||||||||||||
Third Working Capital Loan [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 335,000 | ||||||||||||||||||
Promissory note interest bearing | 0% | ||||||||||||||||||
Debt Instrument Drawn | 335,000 | ||||||||||||||||||
Fair value estimated by the Company | $ 646,550 | 314,840 | |||||||||||||||||
Fair value at initial measurement | $ 282,874 | ||||||||||||||||||
Founders [Member] | Common Class B [Member] | Founder Shares [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock issued during period, Value | $ 25,000 | ||||||||||||||||||
Shares issued price per share | $ 0.0035 | ||||||||||||||||||
Stock issued during period, Shares | 7,187,500 | ||||||||||||||||||
Sponser [Member] | Share Price More Than Or Equals To USD Twelve [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Share transfer, trigger price price per share | $ 12 | ||||||||||||||||||
Number of consecutive trading days for determining share price | 20 days | ||||||||||||||||||
Number of trading days for determining share price | 30 days | ||||||||||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | ||||||||||||||||||
Sponser [Member] | Common Class B [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock issued during period, Shares | 4,671,875 | ||||||||||||||||||
Transfer of stock shares transferred | 434,375 | ||||||||||||||||||
Common stock shares outstanding | 0 | ||||||||||||||||||
Sponser [Member] | Common Class A [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Common stock shares issued | 7,187,500 | ||||||||||||||||||
Sponser [Member] | Working Capital Loans [Member] | Chief Financial Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument value assigned | $ 145,000 | ||||||||||||||||||
Sponser [Member] | Working Capital Loans [Member] | Vice President [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument value assigned | $ 110,000 | ||||||||||||||||||
Sponser [Member] | Third Working Capital Loan [Member] | Chief Financial Officer [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument value assigned | $ 111,667 | ||||||||||||||||||
Sponser [Member] | Third Working Capital Loan [Member] | Vice President [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument value assigned | 111,667 | ||||||||||||||||||
Sponser [Member] | Third Working Capital Loan [Member] | General Counsel And Secretary [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument value assigned | 111,666 | ||||||||||||||||||
FL Co Investment [Member] | Common Class B [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock issued during period, Shares | 1,257,813 | ||||||||||||||||||
Transfer of stock shares transferred | 13,125 | ||||||||||||||||||
Intrepid Financial Partners [Member] | Common Class B [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Stock issued during period, Shares | 1,257,812 | ||||||||||||||||||
Q12023 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Proceeds From Notes Payable | $ 356,370 | ||||||||||||||||||
Q42022 Promissory Note [Member] | Working Capital Loans [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Proceed from convertible debt | $ 726,370 | ||||||||||||||||||
Convertibe Notes And Promissory Note [Member] | Working Capital Loans [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Class of warrants or rights convertble into equity value | $ 3,306,370 | ||||||||||||||||||
Class of warrants or rights number of warrants convertible into equity | 3,306,370 | ||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 200,000 | $ 170,000 | |||||||||||||||||
Promissory Note [Member] | Merger Agreement [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Transaction cost | $ 1,500,000 | ||||||||||||||||||
Payments for acquisition | 3,000,000 | ||||||||||||||||||
Advances to acquisition target | 884,432 | ||||||||||||||||||
Promissory Note [Member] | Q12023 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Fair value estimated by the Company | 687,794 | ||||||||||||||||||
Promissory Note [Member] | First Q22023 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 395,000 | ||||||||||||||||||
Fair value at initial measurement | 229,653 | ||||||||||||||||||
Promissory Note [Member] | Second Q22023 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 355,000 | ||||||||||||||||||
Promissory Note [Member] | Third Q22023 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 100,000 | ||||||||||||||||||
Promissory Note [Member] | Fourth Q22023 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 50,000 | ||||||||||||||||||
Fair value at initial measurement | 96,500 | $ 29,150 | |||||||||||||||||
Promissory Note [Member] | Q3 2022 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Fair value estimated by the Company | 328,100 | ||||||||||||||||||
Promissory Note [Member] | Q42022 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Fair value estimated by the Company | 386,000 | ||||||||||||||||||
Promissory Note [Member] | Second Q3 2023 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 495,000 | ||||||||||||||||||
Fair value estimated by the Company | 1,225,550 | ||||||||||||||||||
Fair value at initial measurement | $ 330,199 | ||||||||||||||||||
Promissory Note [Member] | First Q3 2023 Promissory Note [Member] | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Debt instrument face amount | $ 635,000 |
Commitments And Contingencies -
Commitments And Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||
Jan. 30, 2024 | Dec. 31, 2023 | Feb. 12, 2024 | Aug. 29, 2023 | Jun. 30, 2023 | Feb. 27, 2023 | Feb. 23, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Line Items] | |||||||||
Underwriting discount per share | $ 0.2 | ||||||||
Adjustment to additional paid in capital underwriting discount | $ 5,750,000 | ||||||||
Percentage of gross proceeds of the IPO payable to Underwriters as Marketing Fee | 3.50% | ||||||||
Temporary equity shares outstanding | 6,104,682 | 150,823 | 28,750,000 | 28,750,000 | |||||
Percentage Of Underwriting Commissions Charged To Proceeds From IPO | 15.90% | ||||||||
Marketing fee paid to bankers | $ 10,062,500 | ||||||||
Marketing Advisory Services Agreement [Member] | Subsequent Event [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Professional fees | $ 750,000 | ||||||||
Common Class A [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Temporary equity shares outstanding | 6,104,682 | 150,823 | 2,328,063 | 8,432,745 | 20,317,255 | 20,317,255 | 28,750,000 | ||
Percentage Of Common Stock Issued And Outstanding | 2.47% | 27.61% | 70.67% | 70.67% | |||||
Second Extension [Member] | Common Class A [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Temporary equity shares outstanding | 6,104,682 | 2,328,063 | |||||||
Percentage Of Common Stock Issued And Outstanding | 27.61% | ||||||||
Unbilled Expenses [Member] | |||||||||
Commitments and Contingencies [Line Items] | |||||||||
Deferred Legal Fees | $ 4,035,714 | $ 2,633,139 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||||||
Feb. 14, 2024 | Aug. 31, 2023 | Aug. 29, 2023 | Mar. 02, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 12, 2024 | Aug. 22, 2023 | Jun. 30, 2023 | Feb. 27, 2023 | Feb. 23, 2023 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||||||||
Preferred stock shares issued | 0 | 0 | ||||||||||
Preferred stock shares outstanding | 0 | 0 | ||||||||||
Temporary equity shares outstanding | 6,104,682 | 28,750,000 | 150,823 | 28,750,000 | ||||||||
Proceeds from Sale of Restricted Investments | $ 1,572,250 | $ 24,008,096 | $ 24,008,096 | $ 206,121,060 | $ 230,129,156 | $ 0 | ||||||
Temporary Equity Redemption Price Per Share | $ 10.42 | $ 10.31 | $ 10.31 | $ 10.15 | $ 10.42 | |||||||
Common Class A [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | ||||||||||
Common stock shares issued | 7,187,500 | 0 | ||||||||||
Common stock shares outstanding | 7,187,500 | 0 | ||||||||||
Temporary equity shares outstanding | 2,328,063 | 6,104,682 | 28,750,000 | 150,823 | 8,432,745 | 20,317,255 | 20,317,255 | |||||
Proceeds from Sale of Restricted Investments | $ 230,129,156 | |||||||||||
Temporary Equity Redemption Price Per Share | $ 10.41 | $ 10.1 | ||||||||||
Common Class A [Member] | Sponser [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock shares issued | 7,187,500 | |||||||||||
Common Class B [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock shares authorized | 20,000,000 | 20,000,000 | ||||||||||
Common stock shares issued | 0 | 7,187,500 | ||||||||||
Common stock shares outstanding | 0 | 7,187,500 | ||||||||||
Common Class B [Member] | Sponser [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock shares outstanding | 0 | |||||||||||
Common Class B [Member] | Determination Of Price Of Class A Common Stock For A Certain Period Based On Which Lock In Period Of Class B Common Stock Will Be Determined [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share price | $ 12 | |||||||||||
Number of trading days for determining the share price | 20 days | |||||||||||
Number of consecutive trading days for determining the share price | 30 days | |||||||||||
Waiting period after which price of share is determined post business combination | 150 days |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 24, 2023 | |
Maximum [Member] | Working Capital Loan [Member] | ||
Warrants [Line Items] | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 3,500,000 | |
Minimum [Member] | Working Capital Loan [Member] | ||
Warrants [Line Items] | ||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 1,500,000 | |
Public Warrants [Member] | ||
Warrants [Line Items] | ||
Class of warrants or rights days after which warrants are excercisable post consummation of business combination | 30 days | |
Class of warrants or rights days after which warrants are excercisable post initial public offer | 12 months | |
Class of warrants or rights term | 5 years | |
Number of days after business combination within which securities shall be registered | 15 days | |
Number of days after business combination within which the registration of securities shall be effective | 60 days | |
Exercise price payable for the warrant | $ 0.361 | |
Lock in period of warrants | 30 days | |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | ||
Warrants [Line Items] | ||
Sale of stock, price per share | $ 9.2 | |
Proceeds to be used for business combination as a percentage of total capital to be raised | 60% | |
Number of trading days for determining volume weighted average price of the shares | 20 days | |
Volume weighted average price per share | $ 9.2 | |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price One [Member] | ||
Warrants [Line Items] | ||
Exercise price of warrants as a percentage of newly issued share price | 180% | |
Share price | $ 10 | |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Trigger Price Two [Member] | ||
Warrants [Line Items] | ||
Exercise price of warrants as a percentage of newly issued share price | 115% | |
Share price | $ 18 | |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Redemption Of Warrants For Cash [Member] | ||
Warrants [Line Items] | ||
Class of warrants or rights redemption price per unit of warrant | $ 0.01 | |
Minimum number of days of notice to be given to warrant holders prior to redemption | 30 days | |
Newly adjusted issue price per share | $ 18 | |
Number of trading days for determining the newly issued share price | 20 days | |
Number of consecutive trading days for determining the newly issued share price | 30 days | |
Public Warrants [Member] | Prospective Warrant Redemption [Member] | Redemption Of Warrants For Class A Common Stock [Member] | ||
Warrants [Line Items] | ||
Minimum number of days of notice to be given to warrant holders prior to redemption | 30 days | |
Newly adjusted issue price per share | $ 10 | |
Number of days after which the redemption period commences after the warrant becomes exercisable | 90 days |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
U.S. Money Market and Treasury Securities held in Trust Account | $ 63,558,404 | $ 290,718,297 |
Liabilities: | ||
Convertible Promissory Notes—Related Parties | 762,350 | |
Fair Value, Recurring [Member] | Level 1 [Member] | Public Warrants [Member] | ||
Liabilities: | ||
Fair value liabilities | 27,743,750 | 9,343,750 |
Fair Value, Recurring [Member] | Level 1 [Member] | U.S. Money Market Funds Held in Trust Account [Member] | ||
Assets: | ||
U.S. Money Market and Treasury Securities held in Trust Account | 0 | 290,718,297 |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Liabilities: | ||
Convertible Promissory Notes—Related Parties | 6,381,294 | 1,409,730 |
Fair Value, Recurring [Member] | Level 3 [Member] | Private Placement Warrants [Member] | ||
Liabilities: | ||
Fair value liabilities | $ 11,470,000 | $ 2,805,500 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value Measurements Using Monte Carlo Simulation Model (Details) - Level 3 [Member] | Dec. 31, 2023 yr | Dec. 31, 2022 yr |
Exercise price [Member] | Other Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 11.5 | 11.5 |
Volatility [Member] | Other Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 5.3 | 0 |
Dividend yield [Member] | Other Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 0 | 0 |
Risk-free rate [Member] | Other Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 4.11 | 4.12 |
Stock price [Member] | Other Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 11.39 | 10.05 |
Time to Expiration (in years) [Member] | Other Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 2.15 | 3.15 |
Promissory Note [Member] | Exercise price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 11.5 | 11.5 |
Promissory Note [Member] | Volatility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 11.4 | 1.2 |
Promissory Note [Member] | Volatility [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 2.5 | |
Promissory Note [Member] | Volatility [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 1.9 | |
Promissory Note [Member] | Expected term to warrant expiration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 5.1 | 5.3 |
Promissory Note [Member] | Expected term to warrant expiration [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 5.6 | |
Promissory Note [Member] | Expected term to warrant expiration [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 5.2 | |
Promissory Note [Member] | Dividend yield [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 0 | 0 |
Promissory Note [Member] | Risk-free rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 3.77 | 3.91 |
Promissory Note [Member] | Risk-free rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 4.17 | |
Promissory Note [Member] | Risk-free rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 3.39 | |
Promissory Note [Member] | Stock price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 11.39 | 10.05 |
Promissory Note [Member] | Stock price [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 10.39 | |
Promissory Note [Member] | Stock price [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities available for sale | 10.13 | |
Convertible Promissory Notes Related Parties [Member] | Exercise price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 11.5 | 11.5 |
Convertible Promissory Notes Related Parties [Member] | Volatility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 5.3 | 0 |
Convertible Promissory Notes Related Parties [Member] | Expected term to warrant expiration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 5.09 | 5.25 |
Convertible Promissory Notes Related Parties [Member] | Dividend yield [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 0 | 0 |
Convertible Promissory Notes Related Parties [Member] | Risk-free rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 3.77 | 3.91 |
Convertible Promissory Notes Related Parties [Member] | Stock price [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding | 11.39 | 10.05 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in the Fair Value of Warrant Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Proceeds received through Convertible Promissory Notes | $ 1,080,000 | $ 0 |
Change in fair value of Promissory Notes | $ 3,698,394 | 170,741 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair Value Adjustment of Warrants | |
Convertible Promissory Notes Related Parties [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | $ 1,409,730 | 956,115 |
Principal amount of Promissory Notes | 726,370 | |
Initial Measurement of fair value of Promissory Notes | (490,995) | (52,126) |
Initial measurement of fair value of Promissory Notes upon extinguishment of debt | (42,205) | |
Proceeds received through Convertible Promissory Notes | 1,080,000 | 335,000 |
Change in fair value of Promissory Notes | 3,698,394 | 170,741 |
Fair value | 6,381,294 | 1,409,730 |
Public [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | 9,343,750 | 8,625,000 |
Change in valuation inputs or other assumptions | 18,400,000 | 718,750 |
Fair value | 27,743,750 | 9,343,750 |
Private Placement [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | 2,805,500 | 4,022,250 |
Change in valuation inputs or other assumptions | 8,664,500 | (1,216,750) |
Fair value | 11,470,000 | 2,805,500 |
Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair value | 12,149,250 | 12,647,250 |
Change in valuation inputs or other assumptions | 27,064,500 | (498,000) |
Fair value | $ 39,213,750 | $ 12,149,250 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
U.S. Money Market and Treasury Securities held in Trust Account | $ 63,558,404 | $ 290,718,297 |
Promissory Note [Member] | Fair Value, Inputs, Level 1, 2 and 3 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | $ 0 | $ 0 |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax asset | ||
Start-up/organization costs | $ 1,800,897 | $ 1,560,694 |
Total deferred tax assets | 1,800,897 | 1,560,694 |
Valuation allowance | (1,800,897) | (1,560,694) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current Federal | $ 914,318 | $ 757,069 |
Current State | 0 | 0 |
Deferred Federal | (240,203) | (1,210,347) |
Deferred State | 0 | 0 |
Change in valuation allowance | 240,203 | 1,210,347 |
Income tax provision | $ 914,318 | $ 757,069 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of the Federal Income Tax Rate(Benefit) And Effective Tax Rate(Benefit) (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax at statutory rate | 21% | 21% |
Change in valuation allowance | (0.80%) | (66.00%) |
Fair value adjustments of warrants and convertible notes | (20.60%) | 3.70% |
Merger related expenses | (2.40%) | 0% |
Other | (0.10%) | 0% |
Income tax expense | (2.90%) | (41.30%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Change in the valuation allowance | $ 240,203 | $ 1,210,347 | |
Income Tax Expense (Benefit) | 914,318 | 757,069 | |
Unrecognized Tax Benefits | $ 0 | $ 0 | |
Effective Income Tax Rate Reconciliation, Percent | (2.90%) | (41.30%) | |
Open Tax Year | 2023 | 2022 | 2021 |
Unrecognized tax benefits interest and penalty expenses on income tax | $ 29,072 | $ 0 | |
TX [Member] | |||
Income Tax Disclosure [Line Items] | |||
Effective Income Tax Rate Reconciliation, Percent | 0% | ||
Domestic Tax Authority [Member] | UNITED STATES | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforward,net Federal | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - Pipeline Repair Settlement Case [Member] | Mar. 26, 2024 USD ($) |
Non Reversionary Qualified Settlement Fund [Member] | |
Subsequent Event [Line Items] | |
Other commitment | $ 35,000,000 |
Letter of Credit [Member] | |
Subsequent Event [Line Items] | |
Letter of credit | $ 35,000,000 |