Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-41150 | ||
Entity Registrant Name | Southport Acquisition Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-3483780 | ||
Entity Address, Address Line One | 1745 Grand Avenue | ||
Entity Address, City or Town | Del Mar | ||
Entity Address State Or Province | CA | ||
Entity Address, Postal Zip Code | 92014 | ||
City Area Code | 917 | ||
Local Phone Number | 503-9722 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 87,842,684 | ||
Entity Central Index Key | 0001865200 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | BDO USA, P.C. | ||
Auditor Firm ID | 243 | ||
Auditor Location | New York, NY | ||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | |||
Document and Entity Information | |||
Title of 12(b) Security | Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant | ||
Trading Symbol | PORT.U | ||
Security Exchange Name | NYSE | ||
Class A common stock | |||
Document and Entity Information | |||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | PORT | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 5,363,113 | ||
Class B common stock | |||
Document and Entity Information | |||
Entity Common Stock, Shares Outstanding | 1,550,000 | ||
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to adjustment | |||
Document and Entity Information | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50, subject to adjustment | ||
Trading Symbol | PORT.W | ||
Security Exchange Name | NYSE |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 2,171,553 | $ 50,858 |
Prepaid expenses | 227,594 | |
Total Current Assets | 2,171,553 | 278,452 |
Non-current assets: | ||
Marketable securities held in Trust Account | 44,709,805 | 237,984,513 |
Total Non-current Assets | 44,709,805 | 237,984,513 |
Total Assets | 46,881,358 | 238,262,965 |
Current liabilities: | ||
Accrued expenses | 2,251,823 | 681,395 |
Accounts payable | 99,468 | 97,987 |
Accrued offering costs | 184,047 | 184,047 |
Due to related party | $ 236,233 | $ 244,550 |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Administrative support fee - related party | $ 231,500 | |
Excise tax liability | 1,976,947 | |
Total Current Liabilities | 4,980,018 | $ 1,207,979 |
Non-Current liabilities: | ||
Warrant Liability | 580,500 | 527,050 |
Total Non-current Liabilities | 580,500 | 527,050 |
Total Liabilities | 5,560,518 | 1,735,029 |
Commitments and Contingencies (Note 8) | ||
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 760,971 | |
Accumulated deficit | (4,150,511) | (1,457,152) |
Total Stockholders' Deficit | (3,388,965) | (1,456,577) |
TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT | 46,881,358 | 238,262,965 |
Class A common stock subject to redemption | ||
Non-Current liabilities: | ||
Class A common stock subject to possible redemption; 200,000,000 shares authorized; 4,150,065 and 23,000,000 shares issued and outstanding subject to possible redemption at redemption value as of December 31, 2023 and 2022, respectively | 44,709,805 | 237,984,513 |
Class A common stock not subject to redemption | ||
Stockholders' Deficit | ||
Common stock, value | 420 | 0 |
Class B common stock | ||
Stockholders' Deficit | ||
Common stock, value | $ 155 | $ 575 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value (In dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A common stock | ||
Common stock, par value (In dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 8,350,065 | 23,000,000 |
Common stock, shares outstanding | 8,350,065 | 23,000,000 |
Class A common stock subject to redemption | ||
Common stock subject to possible redemption, shares authorized | 200,000,000 | 200,000,000 |
Common stock subject to possible redemption, shares issued | 4,150,065 | 23,000,000 |
Common stock subject to possible redemption, shares outstanding | 4,150,065 | 23,000,000 |
Class A common stock not subject to redemption | ||
Common stock, shares issued | 4,200,000 | 0 |
Common stock, shares outstanding | 4,200,000 | 0 |
Class B common stock | ||
Common stock, par value (In dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 1,550,000 | 5,750,000 |
Common stock, shares outstanding | 1,550,000 | 5,750,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating costs: | ||
Legal and accounting expenses | $ 712,495 | $ 466,287 |
Insurance expense | 251,768 | 516,250 |
Franchise tax expense | 226,974 | 200,000 |
Listing fees | 85,000 | 175,124 |
Other operating costs | 7,795 | 2,458 |
Loss from operations | (1,670,440) | (1,577,543) |
Other income (expense): | ||
Change in fair value of warrant liability | (53,450) | 16,688,950 |
Dividend income on marketable securities held in Trust Account | 6,707,678 | 3,383,823 |
Financing expense | (934,906) | |
Other income | 5,719,322 | 20,072,773 |
Income before provision for income taxes | 4,048,882 | 18,495,230 |
Provision for income taxes | (1,319,280) | (362,282) |
Net income | 2,729,602 | 18,132,948 |
Related Party | ||
Operating costs: | ||
Administrative expenses | 231,500 | |
Nonrelated Party | ||
Operating costs: | ||
Administrative expenses | $ 154,908 | $ 217,424 |
Class A common stock subject to redemption | ||
Other income (expense): | ||
Weighted average shares outstanding, basic | 12,413,050 | 23,000,000 |
Weighted average shares outstanding, diluted | 12,413,050 | 23,000,000 |
Basic net income (loss) per share | $ 0.26 | $ 0.66 |
Diluted net income (loss) per share | $ 0.26 | $ 0.66 |
Class And B Non Redeemable Common Stock | ||
Other income (expense): | ||
Weighted average shares outstanding, basic | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, diluted | 5,750,000 | 5,750,000 |
Basic net income (loss) per share | $ (0.09) | $ 0.51 |
Diluted net income (loss) per share | $ (0.09) | $ 0.51 |
STATEMENTS OF CHANGES IN COMMON
STATEMENTS OF CHANGES IN COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS' DEFICIT - USD ($) | Class A common stock Subject to possible Redemption Common stock | Class A common stock Subject to possible Redemption | Class A common stock Common stock | Class A common stock | Class B common stock Common stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 0 | $ 575 | $ 0 | $ (24,256,277) | $ (24,255,702) | |||
Balance at the beginning (in shares) at Dec. 31, 2021 | 5,750,000 | |||||||
Temporary Equity, Balance at the beginning at Dec. 31, 2021 | $ 234,600,690 | $ 234,600,690 | ||||||
Temporary Equity, Balance at the beginning (in shares) at Dec. 31, 2021 | 23,000,000 | |||||||
Remeasurement of Class A common stock subject to possible redemption | $ 3,383,823 | 3,383,823 | (3,383,823) | (3,383,823) | ||||
Gain on waiver of deferred underwriter commissions by underwriter | 8,050,000 | 8,050,000 | ||||||
Net Income (Loss) | 18,132,948 | 18,132,948 | ||||||
Balance at the ending at Dec. 31, 2022 | $ 575 | (1,457,152) | (1,456,577) | |||||
Balance at the ending (in shares) at Dec. 31, 2022 | 5,750,000 | |||||||
Temporary Equity, Balance at the ending at Dec. 31, 2022 | $ 237,984,513 | $ 237,984,513 | ||||||
Temporary Equity, Balance at the ending (in shares) at Dec. 31, 2022 | 23,000,000 | 23,000,000 | ||||||
Excise tax liability | (1,976,947) | (1,976,947) | ||||||
Sponsor conversion of Class B common stock | $ 420 | $ (420) | ||||||
Sponsor conversion of Class B common stock (in shares) | 4,200,000 | (4,200,000) | ||||||
Sponsor cash capital contributions | 800,000 | 800,000 | ||||||
Sponsor capital contributions for non-redemption agreements | 934,906 | 934,906 | ||||||
Redemption of Class A common stock | $ (197,694,657) | $ (197,694,657) | ||||||
Redemption of Class A common stock (in shares) | (18,849,935) | |||||||
Trust Account withdrawal for tax payments | $ (2,287,729) | 2,287,729 | 2,287,729 | |||||
Remeasurement of Class A common stock subject to possible redemption | 6,707,678 | $ (6,707,678) | (973,935) | (5,733,743) | (6,707,678) | |||
Net Income (Loss) | 2,729,602 | 2,729,602 | ||||||
Balance at the ending at Dec. 31, 2023 | $ 420 | $ 155 | $ 760,971 | $ (4,150,511) | $ (3,388,965) | |||
Balance at the ending (in shares) at Dec. 31, 2023 | 4,200,000 | 1,550,000 | ||||||
Temporary Equity, Balance at the ending at Dec. 31, 2023 | $ 44,709,805 | $ 44,709,805 | ||||||
Temporary Equity, Balance at the ending (in shares) at Dec. 31, 2023 | 4,150,065 | 4,150,065 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 2,729,602 | $ 18,132,948 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Accrued dividend on marketable securities held in Trust Account | (198,419) | (759,525) |
Change in fair value of warrant liability | 53,450 | (16,688,950) |
Sponsor capital contribution for non-redemption agreements | 934,906 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 1,571,909 | 551,046 |
Administrative support fee - related party | 231,500 | |
Due to related party | (8,317) | |
Accrued offering costs | (611,443) | |
Prepaid expenses | 227,594 | (227,594) |
Net cash provided by operating activities | 5,542,225 | 396,482 |
Cash Flows from Investing Activities: | ||
Purchases of marketable securities held in Trust Account | (6,509,259) | (237,780,570) |
Proceeds from marketable securities held in Trust Account | 199,982,386 | 235,156,272 |
Net cash provided by (used in) investing activities | 193,473,127 | (2,624,298) |
Cash Flows from Financing Activities: | ||
Payment to Class A common stockholders for redemptions | (197,694,657) | |
Cash capital contribution from Sponsor | 800,000 | |
Payments made by related party on behalf of the Company | 244,550 | |
Receipt of amounts due from related party | 83,581 | |
Net cash (used in)provided by financing activities | (196,894,657) | 328,131 |
Net Change in Cash | 2,120,695 | (1,899,685) |
Cash - Beginning | 50,858 | 1,950,543 |
Cash - Ending | 2,171,553 | 50,858 |
Supplemental disclosure of non-cash financing activities: | ||
Remeasurement of Class A common stock subject to possible redemption | 6,707,678 | 3,383,823 |
Trust Account withdrawal for tax payments | (2,287,729) | |
Excess fair value of Class B common stock transferred by Sponsor | 934,906 | |
Excise tax liability | $ 1,976,947 | |
Gain on waiver of deferred underwriting fee | $ 8,050,000 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1. Southport Acquisition Corporation. (the “Company”) is a blank check company formed in Delaware on April 13, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not yet commenced any operations. All activity from inception through December 31, 2023 relates to the Company’s formation, initial public offering (the “IPO”), and pursuit of a target company to effect a Business Combination. The registration statement for the Company’s IPO was declared effective on December 9, 2021. On December 14, 2021, the Company consummated the IPO, which involved the Company’s sale of 23,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $230,000,000, which is discussed in Note 3. The 23,000,000 Units sold by the Company include 3,000,000 Units purchased by the underwriter for the IPO pursuant to the full exercise of its option to purchase up to 3,000,000 additional Units to cover over-allotments. Simultaneously with the closing of the IPO, the Company consummated the private sale of an aggregate of 11,700,000 warrants (the “Private Placement Warrants”) to Southport Acquisition Sponsor LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, generating proceeds to the Company of $11,700,000. Following the closing of the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit) 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 (the “Trust Account”) located in the United States, which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination, (ii) the redemption of any Public Shares (as defined in Note 3) properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below) or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 18 months from December 14, 2021 or during any extended time that the Company has to consummate its initial Business Combination beyond such 18-month period (the “Combination Period”). On June 9, 2023 (the “Special Meeting”), the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation (the “Extension Amendment Proposal”) to extend the time that the Company has to consummate its initial Business Combination (the “Extension”) from June 14, 2023 to September 14, 2023 and to allow the board of directors of the Company, without another stockholder vote, to elect to further extend the date to consummate an initial Business Combination after September 14, 2023 up to six times, by an additional month each time, up to March 14, 2024, providing the Company a 21-month period (or up to 27-month period) from the closing of the IPO to consummate its initial Business Combination. Prior to the Special Meeting, on May 25, 2023, the Company and the Sponsor entered into voting and non-redemption agreements (the “Non-Redemption Agreements”) with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering (the “Non-Redeemed Shares”) in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. In connection with the Special Meeting and the entry into the Non-Redemption Agreements, on May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 shares of the Company’s Class B common stock held by it on a one-for-one basis into shares of the Company’s Class A common stock (the “Conversion”). After giving effect to the Conversion, the Company had an aggregate of 27,200,000 shares of Class A common stock issued and outstanding, comprised of 4,200,000 shares held by the Sponsor and not subject to possible redemption and 23,000,000 shares of Class A common stock subject to possible redemption, and 1,550,000 shares of Class B common stock issued and outstanding. In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued and outstanding and subject to possible redemption. Accordingly, at December 31, 2023, there were 8,350,065 shares of Class A common stock issued and outstanding Prior to December 31, 2023, the board of directors of the Company approved four monthly extensions to extend the time the Company had to consummate an initial Business Combination from September 14, 2023 to January 14, 2024. As described in Note 11 to the financial statements (Subsequent Events), in January and February 2024, the board approved two further monthly extensions up to March 14, 2024. In connection with each of the monthly extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the sponsor and such third parties. In addition, on March 14, 2024, the Company’s stockholders approved a proposal to amend the Company’s amended and restated certificate of incorporation to further extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024. In connection with the vote to extend the time that the Company has to consummate its initial Business Combination from March 14, 2024 to December 14, 2024, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $32,214,591, resulting in 1,163,113 shares of Class A common stock issued and outstanding Risks and Uncertainties Management is currently evaluating the impact of the Russia-Ukraine war, the war in Israel, interest rate fluctuations and increased inflation, and the recently adopted SEC rules and amendments affecting special purpose acquisition corporations like the Company, and has concluded that while it is reasonably possible that such matters could have a negative effect on the Company’s financial position, cash flows, results of its operations and/or search for a target company, the specific impacts are not readily determinable as of December 31, 2023. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders 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 during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. On July 7, 2023, 18,849,935 shares of Class A common stock were redeemed by the Company’s stockholders for a total of $197,694,657 in connection with the stockholder vote to approve the Company’s Extension Amendment Proposal. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists, the likelihood that the future events will confirm the loss or impairment of an asset or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing an initial Business Combination as of December 31, 2023 and determined that a contingent liability should be calculated and recorded. As of December 31, 2023, the Company recorded $1,976,947 of excise tax liability calculated as 1% of shares redeemed. Going Concern As of December 31, 2023 and 2022, the Company had cash of $2,171,553 and $50,858, respectively, and a working capital deficit of $2,808,465 and $929,527, respectively. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that these financial statements are issued. Management plans to address this uncertainty through working capital loans whereby, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors can, but are not obligated to, loan the Company funds as may be required (see Note 5). However, there is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Extended Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $2,171,553 and $50,858 of cash and no cash equivalents as of December 31, 2023 and 2022. Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination by December 14, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 14, 2024. In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued outstanding Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer 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. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of December 31, 2023 and 2022, derivative liabilities are comprised of the warrant liability of $580,500 and $527,050, respectively. Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 4,150,065 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. For the year ended December 31, 2023, the Company has recorded accretion of $6,707,678 to remeasure the value of Class A common stock subject to possible redemption value of $44,709,805. As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: Class A common stock subject to possible redemption, December 31, 2021 $ 234,600,690 Remeasurement of Class A common stock subject to possible redemption 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 237,984,513 Remeasurement of Class A common stock subject to possible redemption 6,707,678 Share redemptions payable (197,694,657) Trust Account withdrawal for tax payments (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 $ 44,709,805 Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest of $22,062 and $0 related to late filing of the Company’s 2022 federal and state tax returns, which could result in significant payments, accruals or material deviations from its position as of December 31, 2023 and 2022. Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the year ended December 31, 2023 as a result of shareholder redemptions. For the year ended December 31, 2022, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock and 20% for the non-redeemable common stock, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Year Ended December 31, 2023 Net income $ 2,729,602 Plus: Trust Account withdrawals for tax payments 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value $ (1,690,348) For the Year Ended December 31, 2023 Class A Class A and Class B Redeemable Shares Non-redeemable Shares Total Total number of shares 4,150,065 5,750,000 9,900,065 Weighted average shares ratio 68 % 32 % 100 % Net income allocated based on ownership percentage $ 1,865,473 $ 864,129 $ 2,729,602 Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio 1,563,487 724,242 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio (4,584,183) (2,123,495) (6,707,678) Less: Accretion applicable to Trust Account withdrawals for tax payments (2,287,729) — (2,287,729) Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value 6,707,678 — 6,707,678 Total income (loss) based on ownership percentage $ 3,264,726 $ (535,124) $ 2,729,602 Weighted average shares outstanding 12,413,050 5,750,000 Basic and diluted net income (loss) per share $ 0.26 $ (0.09) For the Year Ended December 31, 2022 Net income $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value (3,383,823) Net income including accretion of Class A redeemable shares to redemption value $ 14,749,125 For the Year Ended December 31, 2022 Class A Class A and Class B Redeemable Shares Non-redeemable Shares Total Total number of shares 23,000,000 5,750,000 28,750,000 Ownership percentage 80 % 20 % 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage (2,707,058) (676,765) (3,383,823) Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value 3,383,823 — 3,383,823 Total income (loss) based on ownership percentage $ 15,183,124 $ 2,949,824 $ 18,132,948 Weighted average shares outstanding 23,000,000 5,750,000 Basic and diluted net income per share $ 0.66 $ 0.51 Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. 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 has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 became effective on January 1, 2022, with early adoption permitted. The Company did not early adopt ASU 2020-06. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Initial Public Offering | |
Initial Public Offering | Note 3. At the closing of the IPO on December 14, 2021 the Company sold 23,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value (each a “Public Share”), and one Upon the closing of the IPO on December 14, 2021, $234,600,000 ($10.20 per Unit sold in the IPO) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. The amounts held in the Trust Account will be 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 of the Investment Company Act, as determined by the Company. As of December 31, 2023 and 2022, $44,709,805 and 237,984,513 was held in the Trust Account, respectively. In addition, as of December 31, 2023 and 2022, $2,171,553 and 50,858 of cash was not held in the Trust Account and is available for working capital purposes, respectively. Transaction costs of the IPO amounted to $13,935,218 consisting of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount and $1,285,218 of actual offering costs. On August 22, 2022, the underwriter delivered a letter to the Company pursuant to which the underwriter waived its entitlement to the payment of the deferred underwriting fee (see Note 8). |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement | |
Private Placement | Note 4. The Sponsor purchased an aggregate of 11,700,000 Private Placement Warrants at a price of $1.00 per warrant ($11,700,000 in the aggregate) in a private placement that closed simultaneously with the closing of the IPO. Each Private Placement Warrant is exercisable for one whole Class A common stock at a price of $11.50 per share, subject to adjustment. $9,200,000 of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the IPO placed in the Trust Account. If the Company does not complete a Business Combination within the Extended Combination Period, the Private Placement Warrants and the underlying securities will expire worthless. The Private Placement Warrants are non-redeemable (except as described in Note 8 below under “—Redemption of warrants for Class A common stock when the price per Class A common stock equals or exceeds $10.00”) and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 5. Founder Shares On May 27, 2021, the Company issued an aggregate of 7,187,500 shares of Class B common stock to the Sponsor for a purchase price of $25,000. On November 24, 2021, the Sponsor surrendered 1,437,500 shares of the Company’s Class B common stock for no consideration, resulting in there being an aggregate of 5,750,000 shares of the Company’s Class B common stock outstanding (the “Founder Shares”), up to 750,000 of which were then subject to forfeiture to the extent that the over-allotment option is not exercised in full by the underwriter for the IPO. On December 13, 2021, the underwriter for the IPO exercised its over-allotment option in full, with the related closing of the additional 3,000,000 Units covered by the option occurring on December 14, 2021. Accordingly, no Founder Shares remain subject to forfeiture. On May 25, 2023, pursuant to the terms of the amended and restated certificate of incorporation of the Company, the Sponsor converted 4,200,000 Founder Shares held by it on a one-for-one basis into shares of the Company’s Class A common stock. After giving effect to such conversion, the Company The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or similar transaction that results in the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s 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 day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock-up. Related Party Loans The Sponsor agreed to loan the Company an aggregate of up to $350,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the completion of the IPO. The Company fully repaid the outstanding balance on the Note on December 14, 2021. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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. As of December 31, 2023 and 2022, no Working Capital Loans were outstanding. Due to and due from Related Party The Sponsor has made tax payments, payments to various vendors on behalf of the Company, and transferred funds to the Company. As of December 31, 2023 and 2022, the Company owed $236,233 and $244,550, respectively. Administrative Support Agreement Commencing on December 10, 2021 and until completion of the Company’s initial Business Combination or liquidation, the Company is required to pay the Sponsor $15,000 per month for administrative support and services. The Company pays the Sponsor for rent and costs incurred under the administrative support and services. For the year ended December 31, 2023 and 2022, the Company has paid $10,500 and $118,000 under the agreement, respectively. The Company has accrued $231,500 related to the unpaid amounts under the administrative support agreement which is recorded to the administrative support fee liability – related party account on the balance sheets for the year ended December 31, 2023. The Sponsor will not be paid for any unpaid amounts in the event an initial business combination is not consummated. Sponsor Cash Capital Contribution For the years ended December 31, 2023 and 2022, the Sponsor made capital contributions of $800,000 and zero, respectively, to the Company to fund outstanding payments to vendors. The Sponsor intends to continue providing cash to satisfy working capital obligations as needed through capital contributions. The Company has recorded the cash received from the Sponsor as a capital contribution in additional paid-in capital. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | Note 6. Preferred stock — Class A common stock — outstanding issued issued outstanding Class B common stock — issued issued outstanding The shares of Class B common stock will automatically convert into shares of the Company’s Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like. In the case that additional shares of the Company’s Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of an initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as converted basis, 20% of the sum of the total number of all shares of the Company’s common stock outstanding upon the completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with an initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any warrants issued upon the conversion of Working Capital Loans. Holders of shares of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time prior to a Business Combination. The Company may issue additional common stock or preferred stock to complete its Business Combination or under an employee incentive plan after completion of its Business Combination. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Warrants | Note 7. The Company accounts for 23,200,000 warrants issued in connection with the IPO (11,500,000 Public Warrants and the 11,700,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. Offering costs were allocated to the Class A common stock and Public Warrants, and the amounts allocated to the Public Warrants was expensed immediately. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. Warrants The Company is not obligated to deliver any 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 covering the issuance of the Class A common stock issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrants are exercisable for cash or on a cashless basis, and the Company is not obligated to issue any shares of Class A common stock to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The registration statement for the IPO (the “IPO Registration Statement”) registered the sale for the shares of Class A common stock issuable upon exercise of the Public 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 a post-effective amendment to the IPO Registration Statement or a new registration statement, in the Company’s discretion, with the SEC, under the Securities Act covering the sale of the Class A common stock issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause such post-effective amendment or new registration statement, as the case may be, to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the Public 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. Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 ● in whole and not in part; ● at a price of $0.01 per Public Warrant; ● upon a minimum of 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the 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 day period ending three trading days before the Company sends the notice of redemption to the warrant holders. Redemption of warrants when the price per Class A common stock equals or exceeds $10.00 ● in whole and not in part; ● at a price of $0.10 per warrant; ● upon a minimum of 30 days ’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock; ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30 - trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and ● if the last reported sale price of the Class A common stock for any 20 trading days within a 30 - trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the sale of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30 If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require or permit all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. If the Company is unable to complete a Business Combination by December 14, 2024 and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the 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 its initial 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, (i) 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, and (ii) without taking into account the transfer of Founder Shares or Private Placement Warrants (including if such transfer is effectuated as a surrender to the Company and subsequent reissuance by the Company) by the Sponsor in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the IPO, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable in certain redemption scenarios and exercisable on a cashless basis so long as they are held by the initial purchasers thereof or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers thereof or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by such holders on the same basis as the Public Warrants. If a tender offer, exchange or redemption offer shall have been made to and accepted by the holders of the Class A common stock and upon completion of such offer, the offeror owns beneficially more than 50% of the outstanding Class A common stock, the holder of the warrant shall be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant had been exercised, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to the offer. If less than 70% of the consideration receivable by the holders of the Class A common stock in the applicable event is payable in the form of common equity in the successor entity that is listed on a national securities exchange or is quoted in an established over-the-counter market, and if the holder of the warrant properly exercises the warrant within thirty days following the public disclosure of the consummation of the applicable event by the Company, the warrant exercise price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined in the warrant agreement) minus (B) the value of the warrant based on the Black-Scholes Warrant Value for a Capped American Call on Bloomberg Financial Markets. The Company expects to account for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the warrants where not all of the stockholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, as such, the warrants must be recorded as derivative liability. Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the issuance of the warrants at the closing of this offering. Accordingly, the Company expects to classify each warrant as a liability at its fair value. The Public Warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 8. Registration rights The holders of the Founder Shares (and Public Shares issued upon conversion thereof), Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and in each case holders of the underlying securities thereof, as applicable) are entitled to registration rights pursuant to a registration rights agreement signed on December 9, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period with respect to such securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day Non-redemption Agreements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties in exchange for such third parties agreeing (i) not to redeem an aggregate of 4,000,000 shares of Class A common stock sold in its initial public offering in connection with the Special Meeting and (ii) to vote in favor of the Extension Amendment Proposal and the Extension at the Special Meeting (other than with respect to certain shares acquired or to be acquired pursuant to the Non-Redemption Agreements). In exchange for the foregoing commitments, the Sponsor agreed to transfer to such third parties an aggregate of up to 1,499,996 shares of Class B common stock held by the Sponsor, with 500,000 of such shares to be transferred to such third parties promptly upon consummation of the Extension, and an additional 166,666 shares to be transferred to such third parties monthly beginning on September 14, 2023 and up to, and including, February 14, 2024, if the board of directors of the Company elects to further extend the deadline to consummate an initial Business Combination at or prior to such date, in each case, if such third parties continue to hold such Non-Redeemed Shares through the Special Meeting. As of December 31, 2023, the Company had extended the deadline four times, to January 14, 2024, resulting in an aggregate of 666,664 additional shares of Class B common stock held by the Sponsor being transferred to such third parties. As further described in Note 11 to the financial statements, in January and February 2024, the Sponsor approved two further monthly extensions to March 14, 2024, resulting in the full amount of 1,499,996 shares of Class B common stock held by the Sponsor being transferred to such third parties. The Company accounted for the Non-Redemption Agreements in accordance with Staff Accounting Bulletin Topic 5T (“SAB Topic 5T”). The Company considered the Sponsor’s transfer of Class B common stock to the unaffiliated third parties in exchange for the Non-Redemption Agreements as a capital contribution by the Sponsor and recognized the excess fair value of the transferred Class B common stock as a financing expense on the statements of operations. The Company determined the excess fair value of the 1,166,664 shares of Class B common stock transferred to such third parties upon the consummation of the Extension to be $934,906. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9. Recurring Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2023 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 44,709,805 $ — $ — Liabilities Public Warrants $ 287,500 $ — $ — Private Placement Warrants $ — $ 293,000 $ — December 31,2022 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 237,984,513 $ — $ — Liabilities Public Warrants $ 261,050 $ — $ — Private Placement Warrants $ — $ 266,000 $ — At December 31, 2023 and 2022, the Company’s warrant liability was valued at $580,500 and $527,050, respectively. Under the guidance in ASC 815-40, the Public Warrants and the Private Placement Warrants do not meet the criteria for equity treatment. As such, the Public Warrants and the Private Placement Warrants must be recorded on the balance sheet at fair value. The fair value of the Public Warrants and Private Placement Warrants are subject to re-measurement at each balance sheet date. With each re-measurement, the Public Warrants and Private Placement Warrants are adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The following table presents fair value information for the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. The Company’s warrant liability is based on a valuation model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. Private Share Public Placement Warrant Redemptions Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31,2021 $ 8,521,000 $ 8,695,000 $ 17,216,000 $ — Change in fair value (8,259,950) (8,429,000) (16,688,950) — Derivative warrant liabilities as of December 31, 2022 261,050 266,000 527,050 — Establishment of share repurchase liability — — — 197,694,657 Share repurchase payment — — — (197,694,657) Change in fair value 26,450 27,000 53,450 — Derivative warrant liabilities as of December 31, 2023 $ 287,500 $ 293,000 $ 580,500 $ — Measurement The Company established the initial fair value for the warrants on December 14, 2021, the date of the consummation of the Company’s IPO. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative fair values at the initial measurement date. As of December 31, 2023, the Public Warrants have detached from the Units and are separately tradable on the New York Stock Exchange (PORT.W). The closing price of the Public Warrants was utilized in determining the fair value of the Public Warrants as of December 31, 2023. The key inputs into the Monte Carlo simulation formula used to value the Private Placement Warrants were as follows at December 31, 2023 and 2022: December 31, Inputs: 2023 2022 Common stock price $ 10.64 $ 10.18 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.81 % 3.95 % Volatility 0.00 % 0.00 % Term 5.21 5.25 Warrant to buy one share (adjusted for the probability of dissolution) $ 0.03 $ 0.02 Dividend yield 0.00 % 0.00 % Non-recurring Fair Value Measurements On May 25, 2023, the Company and the Sponsor entered into Non-Redemption Agreements with unaffiliated third parties (see Note 8). The Company accounts for the excess fair value of the Class B shares transferred from the Sponsor to the unaffiliated third parties as a capital contribution by the Sponsor and recorded a financing expense in accordance with SAB Topic 5T. The Company estimated the fair value of the 500,000 Class B shares transferred upon the consummation of the extension of the deadline to complete a business combination from June 14, 2023 to September 14, 2023 at $387,000, or $0.77 per share. In connection with the subsequent extensions to January 14, 2024, the Sponsor transferred an additional 666,664 Class B shares to the unaffiliated third parties under the terms of the Non-Redemption Agreements. The Company estimated the fair value of the 166,666 Class B shares transferred at $0.82 to $0.83 per share. The fair value of the Class B shares was determined by multiplying the underlying stock price of the Company’s Class A common stock by the estimated probability of an Initial Business Combination and applying a discount for lack of marketability (“DLOM”). The Company utilized June 9, 2023, the date of the consummation of the Extension, as the measurement date for the transfer of the 500,000 Class B shares and September 30, 2023, October 11, 2023, November 14, 2023 and December 13, 2023 as the measurement dates for the transfer of the 166,666 Class B shares (666,664 Class B shares in the aggregate) transferred in connection with the Subsequent Extensions, respectively. The following are the key inputs into the calculations at the measurement dates: June 9, September 30, October 11, November 14, December 13, Inputs: 2023 2023 2023 2023 2023 Common stock price $ 10.54 $ 10.56 $ 10.57 $ 10.60 $ 10.62 Estimated probability of an Initial Business Combination 10.00 % 10.00 % 10.00 % 10.00 % 10.00 % Estimated volatility 76.56 % 65.96 % 64.90 % 63.91 % 65.52 % Risk-free rate 5.10 % 5.39 % 5.31 % 5.17 % 4.88 % Time to expiration 1.00 1.00 1.00 1.00 1.00 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 10. The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows: December 31, 2023 2022 Deferred tax assets: Capitalized start-up costs $ 877,440 $ 579,901 Net operating loss carryforward 39,845 — Total deferred tax assets 917,285 579,901 Valuation allowance (861,760) (211,887) Net deferred tax assets 55,525 368,014 Deferred tax liabilities: Accrued dividends on marketable securities held in Trust Account (55,525) (368,014) Total deferred tax liabilities (55,525) (368,014) Net deferred tax assets (liabilities) $ — $ — The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: December 31, 2023 2022 Current expense (benefit) Federal $ 1,319,280 $ 362,282 State — — Deferred expense (benefit) Federal (457,790) 17,037 State (192,083) (13,143) Change in Valuation Allowance 649,873 (3,894) Income tax provision $ 1,319,280 $ 362,282 As of December 31, 2023 and 2022, the Company has federal net operating loss carryforwards of $0 and $0, respectively, that may be carried forward indefinitely. As of December 31, 2023 and 2022, the Company has gross state net operating loss carryforwards of $570,536 and $0, respectively, which begin to expire in 2041. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023 and 2022, the change in the valuation allowance was $649,873 and $3,894, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, 2023 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit (4.74) % (0.07) % Change in fair value of warrant liabilities 0.28 % (18.95) % Change in valuation allowance 16.05 % (0.02) % Income tax provision 32.59 % 1.96 The Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants and the recording of full valuation allowances on deferred tax assets. The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns for the years ended December 31, 2023 and 2022 remain open and subject to examination. The Company considers Delaware to be a significant state tax jurisdiction. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 11. In January and February 2024, the board of directors of the Company approved two further monthly extensions of the date by which the Company must consummate an initial business combination from January 14, 2024 to February 14, 2024, and then from February 14, 2024 to March 14, 2024. In connection with each of these extensions, the Sponsor transferred 166,666 shares of the Company’s Class B common stock held by the Sponsor to unaffiliated third parties in accordance with those certain voting and non-redemption agreements previously entered into between the Sponsor and such third parties. On January 19, 2024, the Company paid $1,450,000 for 2023 estimated federal income taxes and $362,282 for outstanding 2022 federal income taxes. On January 23, 2024, the board of directors of the Company adopted the Southport Acquisition Corporation Clawback Policy (the “Clawback Policy”) in order to comply with Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act (“Rule 10D-1”) and the listing standards of the New York Stock Exchange (collectively, the “Clawback Rules”). The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company, as determined in accordance with the Clawback Rules, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. On March 14, 2024, the Company held a special meeting of stockholders to vote upon a proposal to further extend the deadline to complete the initial business combination from March 14, 2024 to December 14, 2024. At the special meeting, the Company’s stockholders approved the extension proposal. In connection with the vote, the holders of 2,986,952 shares of Class A common stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.79 per share of Class A common stock, for an aggregate redemption amount of $32,214,591. As a result of the redemptions, 1,163,113 shares of Class A common stock were issued outstanding On March 21, 2024, the Company received correspondence from the staff of the NYSE Regulation (the “Staff”) of the New York Stock Exchange (the “NYSE”) indicating that the Staff has determined to commence proceedings to delist the Company’s (i) Class A common stock, (ii) Public Warrants, and (iii) Units from The Company has a right to a review of this determination by a Committee of the Board of Directors of the NYSE. The NYSE will apply to the Securities and Exchange Commission to delist the Class A common stock, Public Warrants and Units upon completion of all applicable procedures, including any appeal by the Company of the Staff’s decision. Trading in the Class A common stock, Public Warrants and Units on the NYSE was suspended on March 21, 2024. Beginning on March 22, 2024, the Class A common stock, Public Warrants and Units are quoted and traded in the over-the-counter market under the ticker symbols “PORT,” “PORT.W” and “PORT.U,” respectively. The Company intends to seek a listing of its securities on the Nasdaq Stock Market prior to or in connection with the consummation of any Business Combination the Company may seek to consummate, but there can be no assurance that the Company will be able to complete such alternative listing or when such listing would occur. As previously announced, following the implementation of an extension amendment on March 14, 2024, the Company has until December 14, 2024 to complete an initial Business Combination. If the Company does not complete an initial Business Combination by such date, it will, as promptly as reasonably possible, but not more than ten business days thereafter redeem the public shares at a per-share price, payable in cash, 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 to pay its tax obligations, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $2,171,553 and $50,858 of cash and no cash equivalents as of December 31, 2023 and 2022. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account Following the closing of the IPO on December 14, 2021, an amount of $234,600,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and may be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of the initial Business Combination; (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to provide its public stockholders the right to have their Public Shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination by December 14, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (iii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination by December 14, 2024. In connection with the Special Meeting, the holders of 18,849,935 shares of Class A common stock properly exercised their right to redeem their shares for an aggregate redemption amount of $197,694,657, resulting in 4,150,065 shares of Class A common stock issued outstanding |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid to transfer 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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. As of December 31, 2023 and 2022, derivative liabilities are comprised of the warrant liability of $580,500 and $527,050, respectively. |
Warrant Liability | Warrant Liability The Company accounts for warrants for the Company’s common stock that are not indexed to its own shares as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other income (expense), net on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is 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) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 4,150,065 and 23,000,000 shares of Class A common stock subject to possible redemption, respectively, is presented, at redemption value, as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. For the year ended December 31, 2023, the Company has recorded accretion of $6,707,678 to remeasure the value of Class A common stock subject to possible redemption value of $44,709,805. As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: Class A common stock subject to possible redemption, December 31, 2021 $ 234,600,690 Remeasurement of Class A common stock subject to possible redemption 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 237,984,513 Remeasurement of Class A common stock subject to possible redemption 6,707,678 Share redemptions payable (197,694,657) Trust Account withdrawal for tax payments (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 $ 44,709,805 |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position, other than penalties and interest of $22,062 and $0 related to late filing of the Company’s 2022 federal and state tax returns, which could result in significant payments, accruals or material deviations from its position as of December 31, 2023 and 2022. |
Net Income (Loss) Per Common Stock | Net Income (Loss) Per Common Stock The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. The statements of operations include a presentation of income per Class A redeemable common stock and income (loss) per non-redeemable common stock following the two-class method of income per common stock. In order to determine the net income (loss) attributable to both the Class A redeemable common stock and non-redeemable common stock, the Company first considered the total income allocable to both sets of stock. This is calculated using the total net income less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the Class A common stock subject to possible redemption was treated as dividends paid to the public stockholders. Subsequent to calculating the total income (loss) allocable to both sets of stock, the Company split the amount to be allocated using the weighted average shares outstanding ratio for the Class A redeemable common stock and for the non-redeemable Class A and Class B common stock for the year ended December 31, 2023 as a result of shareholder redemptions. For the year ended December 31, 2022, the Company split the amount to be allocated using a ratio of 80% for the Class A redeemable common stock and 20% for the non-redeemable common stock, reflective of the respective participation rights. The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts): For the Year Ended December 31, 2023 Net income $ 2,729,602 Plus: Trust Account withdrawals for tax payments 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value $ (1,690,348) For the Year Ended December 31, 2023 Class A Class A and Class B Redeemable Shares Non-redeemable Shares Total Total number of shares 4,150,065 5,750,000 9,900,065 Weighted average shares ratio 68 % 32 % 100 % Net income allocated based on ownership percentage $ 1,865,473 $ 864,129 $ 2,729,602 Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio 1,563,487 724,242 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio (4,584,183) (2,123,495) (6,707,678) Less: Accretion applicable to Trust Account withdrawals for tax payments (2,287,729) — (2,287,729) Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value 6,707,678 — 6,707,678 Total income (loss) based on ownership percentage $ 3,264,726 $ (535,124) $ 2,729,602 Weighted average shares outstanding 12,413,050 5,750,000 Basic and diluted net income (loss) per share $ 0.26 $ (0.09) For the Year Ended December 31, 2022 Net income $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value (3,383,823) Net income including accretion of Class A redeemable shares to redemption value $ 14,749,125 For the Year Ended December 31, 2022 Class A Class A and Class B Redeemable Shares Non-redeemable Shares Total Total number of shares 23,000,000 5,750,000 28,750,000 Ownership percentage 80 % 20 % 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage (2,707,058) (676,765) (3,383,823) Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value 3,383,823 — 3,383,823 Total income (loss) based on ownership percentage $ 15,183,124 $ 2,949,824 $ 18,132,948 Weighted average shares outstanding 23,000,000 5,750,000 Basic and diluted net income per share $ 0.66 $ 0.51 |
Related Parties | Related Parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. |
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 has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 became effective on January 1, 2022, with early adoption permitted. The Company did not early adopt ASU 2020-06. Management has evaluated and determined that there is not a material impact on its financial position, results of operations or cash flows. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for Annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of class A common stock, classified as temporary equity in the condensed balance sheets | As of December 31, 2023 and 2022, the Class A common stock, classified as temporary equity in the balance sheets reconciled in the following table: Class A common stock subject to possible redemption, December 31, 2021 $ 234,600,690 Remeasurement of Class A common stock subject to possible redemption 3,383,823 Class A common stock subject to possible redemption, December 31, 2022 237,984,513 Remeasurement of Class A common stock subject to possible redemption 6,707,678 Share redemptions payable (197,694,657) Trust Account withdrawal for tax payments (2,287,729) Class A common stock subject to possible redemption, December 31, 2023 $ 44,709,805 |
Schedule of calculation of basic and diluted net income per common stock | For the Year Ended December 31, 2023 Net income $ 2,729,602 Plus: Trust Account withdrawals for tax payments 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value (6,707,678) Net loss including accretion of Class A redeemable shares to redemption value $ (1,690,348) For the Year Ended December 31, 2023 Class A Class A and Class B Redeemable Shares Non-redeemable Shares Total Total number of shares 4,150,065 5,750,000 9,900,065 Weighted average shares ratio 68 % 32 % 100 % Net income allocated based on ownership percentage $ 1,865,473 $ 864,129 $ 2,729,602 Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio 1,563,487 724,242 2,287,729 Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio (4,584,183) (2,123,495) (6,707,678) Less: Accretion applicable to Trust Account withdrawals for tax payments (2,287,729) — (2,287,729) Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value 6,707,678 — 6,707,678 Total income (loss) based on ownership percentage $ 3,264,726 $ (535,124) $ 2,729,602 Weighted average shares outstanding 12,413,050 5,750,000 Basic and diluted net income (loss) per share $ 0.26 $ (0.09) For the Year Ended December 31, 2022 Net income $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value (3,383,823) Net income including accretion of Class A redeemable shares to redemption value $ 14,749,125 For the Year Ended December 31, 2022 Class A Class A and Class B Redeemable Shares Non-redeemable Shares Total Total number of shares 23,000,000 5,750,000 28,750,000 Ownership percentage 80 % 20 % 100 % Net income allocated based on ownership percentage $ 14,506,359 $ 3,626,589 $ 18,132,948 Less: Remeasurement of Class A redeemable shares to redemption value based on ownership percentage (2,707,058) (676,765) (3,383,823) Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value 3,383,823 — 3,383,823 Total income (loss) based on ownership percentage $ 15,183,124 $ 2,949,824 $ 18,132,948 Weighted average shares outstanding 23,000,000 5,750,000 Basic and diluted net income per share $ 0.66 $ 0.51 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | December 31, 2023 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 44,709,805 $ — $ — Liabilities Public Warrants $ 287,500 $ — $ — Private Placement Warrants $ — $ 293,000 $ — December 31,2022 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in trust account $ 237,984,513 $ — $ — Liabilities Public Warrants $ 261,050 $ — $ — Private Placement Warrants $ — $ 266,000 $ — |
Schedule of changes in fair value of warrant liabilities | Private Share Public Placement Warrant Redemptions Warrants Warrants Liability Payable Derivative warrant liabilities as of December 31,2021 $ 8,521,000 $ 8,695,000 $ 17,216,000 $ — Change in fair value (8,259,950) (8,429,000) (16,688,950) — Derivative warrant liabilities as of December 31, 2022 261,050 266,000 527,050 — Establishment of share repurchase liability — — — 197,694,657 Share repurchase payment — — — (197,694,657) Change in fair value 26,450 27,000 53,450 — Derivative warrant liabilities as of December 31, 2023 $ 287,500 $ 293,000 $ 580,500 $ — |
Schedule of quantitative information regarding Level 3 fair value measurements inputs | December 31, Inputs: 2023 2022 Common stock price $ 10.64 $ 10.18 Exercise price $ 11.50 $ 11.50 Risk-free rate of interest 3.81 % 3.95 % Volatility 0.00 % 0.00 % Term 5.21 5.25 Warrant to buy one share (adjusted for the probability of dissolution) $ 0.03 $ 0.02 Dividend yield 0.00 % 0.00 % |
Schedule of quantitative information regarding Level 3 fair value measurements inputs date | June 9, September 30, October 11, November 14, December 13, Inputs: 2023 2023 2023 2023 2023 Common stock price $ 10.54 $ 10.56 $ 10.57 $ 10.60 $ 10.62 Estimated probability of an Initial Business Combination 10.00 % 10.00 % 10.00 % 10.00 % 10.00 % Estimated volatility 76.56 % 65.96 % 64.90 % 63.91 % 65.52 % Risk-free rate 5.10 % 5.39 % 5.31 % 5.17 % 4.88 % Time to expiration 1.00 1.00 1.00 1.00 1.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of net deferred tax assets | The Company’s net deferred tax assets at December 31, 2023 and 2022 is as follows: December 31, 2023 2022 Deferred tax assets: Capitalized start-up costs $ 877,440 $ 579,901 Net operating loss carryforward 39,845 — Total deferred tax assets 917,285 579,901 Valuation allowance (861,760) (211,887) Net deferred tax assets 55,525 368,014 Deferred tax liabilities: Accrued dividends on marketable securities held in Trust Account (55,525) (368,014) Total deferred tax liabilities (55,525) (368,014) Net deferred tax assets (liabilities) $ — $ — |
Schedule of income tax provision | The income tax provision for the years ended December 31, 2023 and 2022 consists of the following: December 31, 2023 2022 Current expense (benefit) Federal $ 1,319,280 $ 362,282 State — — Deferred expense (benefit) Federal (457,790) 17,037 State (192,083) (13,143) Change in Valuation Allowance 649,873 (3,894) Income tax provision $ 1,319,280 $ 362,282 |
Schedule of reconciliation of the federal income tax rate to the effective tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows: December 31, 2023 2022 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit (4.74) % (0.07) % Change in fair value of warrant liabilities 0.28 % (18.95) % Change in valuation allowance 16.05 % (0.02) % Income tax provision 32.59 % 1.96 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 07, 2023 | May 25, 2023 | Dec. 14, 2021 | Dec. 14, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 29, 2024 | Jan. 31, 2024 | Jun. 09, 2023 | Nov. 25, 2021 | |
Description of Organization and Business Operations | ||||||||||
Share price | $ 9.20 | |||||||||
Cash | $ 2,171,553 | $ 50,858 | ||||||||
Working capital | 2,808,465 | $ 929,527 | ||||||||
Aggregate redemption amount | $ 197,694,657 | |||||||||
Excise tax liability | $ 1,976,947 | |||||||||
Sponsor | ||||||||||
Description of Organization and Business Operations | ||||||||||
Common stock, shares outstanding | 4,200,000 | |||||||||
Class A common stock subject to redemption | ||||||||||
Description of Organization and Business Operations | ||||||||||
Conversion of Class B common stock | 4,200,000 | 4,200,000 | ||||||||
Class A ordinary shares subject to possible redemption, issued (in shares) | 4,150,065 | 23,000,000 | 4,150,065 | |||||||
Common stock subject to possible redemption, shares outstanding | 23,000,000 | 4,150,065 | 23,000,000 | 4,150,065 | ||||||
Common class not subject to redemption | ||||||||||
Description of Organization and Business Operations | ||||||||||
Holders of number of shares exercised the right to redeem the shares | 18,849,935 | |||||||||
Aggregate redemption amount | $ 197,694,657 | |||||||||
Share redemption payable withdrawn | $ 197,694,657 | $ 4,150,065 | ||||||||
Number of shares redeemed | 18,849,935 | |||||||||
Common stock subject to possible redemption, shares outstanding | 23,000,000 | |||||||||
Class A common stock | ||||||||||
Description of Organization and Business Operations | ||||||||||
Holders of number of shares exercised the right to redeem the shares | 18,849,935 | |||||||||
Share price | $ 9.20 | |||||||||
Common stock, shares issued | 27,200,000 | 8,350,065 | 23,000,000 | |||||||
Common stock, shares outstanding | 8,350,065 | 23,000,000 | ||||||||
Aggregate redemption amount | $ 197,694,657 | |||||||||
Number of shares redeemed | 18,849,935 | |||||||||
Class A common stock | Sponsor | ||||||||||
Description of Organization and Business Operations | ||||||||||
Aggregate of non redemption shares issued | 4,000,000 | |||||||||
Common stock, shares issued | 8,350,065 | |||||||||
Common stock, shares outstanding | 8,350,065 | |||||||||
Class B common stock | ||||||||||
Description of Organization and Business Operations | ||||||||||
Common stock, shares issued | 1,550,000 | 5,750,000 | ||||||||
Common stock, shares outstanding | 1,550,000 | 1,550,000 | 5,750,000 | 5,750,000 | ||||||
Class B common stock | Sponsor | ||||||||||
Description of Organization and Business Operations | ||||||||||
Aggregate of non redemption shares transferred | 1,499,996 | |||||||||
Shares transferred to consummation of extension | 500,000 | |||||||||
Additional non redemption shares transferred | 166,666 | |||||||||
Conversion of Class B common stock | 4,200,000 | |||||||||
Common stock, shares issued | 1,550,000 | |||||||||
Subsequent Events | Sponsor | ||||||||||
Description of Organization and Business Operations | ||||||||||
Shares transferred to consummation of extension | 1,163,113 | |||||||||
Subsequent Events | Class A common stock subject to redemption | ||||||||||
Description of Organization and Business Operations | ||||||||||
Holders of number of shares exercised the right to redeem the shares | 2,986,952 | |||||||||
Aggregate redemption amount | $ 32,214,591 | |||||||||
Class A ordinary shares subject to possible redemption, issued (in shares) | 1,163,113 | |||||||||
Common stock subject to possible redemption, shares outstanding | 1,163,113 | |||||||||
Subsequent Events | Class A common stock | ||||||||||
Description of Organization and Business Operations | ||||||||||
Redemption price per share | $ 10.79 | |||||||||
Subsequent Events | Class A common stock | Sponsor | ||||||||||
Description of Organization and Business Operations | ||||||||||
Conversion of Class B common stock | 32,214,591 | |||||||||
Common stock, shares outstanding | 0 | |||||||||
Subsequent Events | Class B common stock | Sponsor | ||||||||||
Description of Organization and Business Operations | ||||||||||
Aggregate of non redemption shares transferred | 2,986,952 | 166,666 | 166,666 | |||||||
Additional non redemption shares transferred | 166,666 | 166,666 | ||||||||
Common stock, shares issued | 0 | |||||||||
Private placement warrants | ||||||||||
Description of Organization and Business Operations | ||||||||||
Number of warrants issued | 11,700,000 | |||||||||
Price of warrants | $ 1 | |||||||||
Proceeds from sale of Private Placement Warrants | $ 11,700,000 | |||||||||
IPO | ||||||||||
Description of Organization and Business Operations | ||||||||||
Number of shares issued | 23,000,000 | |||||||||
Share price | $ 10 | |||||||||
Proceeds from issuance of shares | $ 230,000,000 | |||||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100% | |||||||||
IPO | Class A common stock | ||||||||||
Description of Organization and Business Operations | ||||||||||
Price of warrants | $ 11.50 | |||||||||
Over-allotment | ||||||||||
Description of Organization and Business Operations | ||||||||||
Number of shares issued | 3,000,000 | |||||||||
Private Placement | ||||||||||
Description of Organization and Business Operations | ||||||||||
Share price | $ 10 | |||||||||
Private Placement | Class A common stock | ||||||||||
Description of Organization and Business Operations | ||||||||||
Price of warrants | $ 11.50 | |||||||||
Initial Public Offering, Over-Allotment and the Private Placement | ||||||||||
Description of Organization and Business Operations | ||||||||||
Number of shares issued | 3,000,000 | |||||||||
Share price | $ 10.20 | |||||||||
Proceeds from issuance of shares | $ 234,600,000 | |||||||||
Maturity term of U.S. government securities | 185 days | |||||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100% | |||||||||
Duration of combination period | 18 months |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||||||
Jul. 07, 2023 | Jun. 09, 2023 | Dec. 14, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | May 25, 2023 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||||||
Cash | $ 2,171,553 | $ 50,858 | |||||
Cash equivalents | 0 | 0 | |||||
Aggregate redemption amount | $ 197,694,657 | ||||||
Warrant Liability | $ 580,500 | $ 527,050 | |||||
Number of shares remaining | 4,150,065 | 23,000,000 | |||||
Amounts accrued for the payment of interest and penalties | $ 22,062 | $ 0 | |||||
Federal depository insurance coverage | $ 250,000 | ||||||
Initial Public Offering, Over-Allotment and the Private Placement | |||||||
Summary of Significant Accounting Policies | |||||||
Proceeds from sale of Units, net of underwriting discounts paid | $ 234,600,000 | ||||||
Maturity term of U.S. government securities | 185 days | ||||||
Percentage of shares of stock the Company is obligated to redeem without consummating a business combination | 100% | ||||||
Class A common stock | |||||||
Summary of Significant Accounting Policies | |||||||
Holders of number of shares exercised the right to redeem the shares | 18,849,935 | ||||||
Aggregate redemption amount | $ 197,694,657 | ||||||
Common stock, shares issued | 8,350,065 | 23,000,000 | 27,200,000 | ||||
Common stock, shares outstanding | 8,350,065 | 23,000,000 | |||||
Aggregate redemption amount | $ 197,694,657 | ||||||
Number of shares redeemed | 18,849,935 | ||||||
Class A common stock subject to redemption | |||||||
Summary of Significant Accounting Policies | |||||||
Common stock subject to possible redemption, shares issued | 4,150,065 | 4,150,065 | 23,000,000 | ||||
Common stock subject to possible redemption, shares outstanding | 4,150,065 | 4,150,065 | 23,000,000 | 23,000,000 | |||
Accretion of Class A redeemable shares to redemption value | $ (6,707,678) | ||||||
Class A common stock subject to possible redemption | $ 44,709,805 | $ 237,984,513 | $ 234,600,690 | ||||
Number of shares exercised their right to redeem | 18,849,935 | ||||||
Class A common stock not subject to redemption | |||||||
Summary of Significant Accounting Policies | |||||||
Common stock, shares issued | 4,200,000 | 0 | |||||
Common stock, shares outstanding | 4,200,000 | 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Common stock subject to possible redemption (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Temporary equity | ||
Remeasurement of Class A common stock subject to possible redemption | $ (6,707,678) | $ (3,383,823) |
Trust Account withdrawal for tax payments | (2,287,729) | |
Class A common stock subject to redemption | ||
Temporary equity | ||
Temporary Equity, Balance at the beginning | 237,984,513 | 234,600,690 |
Remeasurement of Class A common stock subject to possible redemption | (6,707,678) | 3,383,823 |
Share redemptions payable | (197,694,657) | |
Trust Account withdrawal for tax payments | (2,287,729) | |
Temporary Equity, Balance at the ending | $ 44,709,805 | $ 237,984,513 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net income (loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Net Income (Loss) | $ 2,729,602 | $ 18,132,948 |
Plus: Trust Account withdrawals for tax payments | 2,287,729 | |
Less: Remeasurement of Class A redeemable shares to redemption value | (6,707,678) | |
Net income (loss) including accretion of Class A redeemable shares to redemption value | $ (1,690,348) | $ 14,749,125 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Calculation of basic and diluted net income (loss) per common share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Common stock | ||
Total number of shares | 9,900,065 | 28,750,000 |
Weighted average shares ratio | 100% | |
Net income allocated based on weighted average shares ratio | $ 2,729,602 | $ 18,132,948 |
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio | 2,287,729 | |
Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio | (6,707,678) | (3,383,823) |
Less: Accretion applicable to Trust Account withdrawals for tax payments | (2,287,729) | |
Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value | 6,707,678 | 3,383,823 |
Total income (loss) based on weighted average shares ratio, basic | 2,729,602 | 18,132,948 |
Total income (loss) based on weighted average shares ratio, diluted | $ 2,729,602 | $ 18,132,948 |
Other investee | ||
Summary of Significant Accounting Policies | ||
Ownership percentage | 100% | |
Other investee | Class A common stock not subject to redemption | ||
Summary of Significant Accounting Policies | ||
Ownership percentage | 20% | |
Other investee | Class A and Class B Non-redeemable shares | ||
Summary of Significant Accounting Policies | ||
Ownership percentage | 80% | |
Redeemable warrants | Class A common stock | ||
Number of Common stock | ||
Total number of shares | 4,150,065 | 23,000,000 |
Weighted average shares ratio | 68% | |
Net income allocated based on weighted average shares ratio | $ 1,865,473 | $ 14,506,359 |
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio | 1,563,487 | |
Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio | (4,584,183) | (2,707,058) |
Less: Accretion applicable to Trust Account withdrawals for tax payments | (2,287,729) | |
Plus: Accretion applicable to remeasurement of Class A redeemable shares to redemption value | 6,707,678 | 3,383,823 |
Total income (loss) based on weighted average shares ratio, basic | 3,264,726 | 15,183,124 |
Total income (loss) based on weighted average shares ratio, diluted | $ 3,264,726 | $ 15,183,124 |
Weighted average shares outstanding, basic | 12,413,050 | 23,000,000 |
Weighted average shares outstanding, diluted | 12,413,050 | 23,000,000 |
Basic net income (loss) per share | $ 0.26 | $ 0.66 |
Diluted net income (loss) per share | $ 0.26 | $ 0.66 |
Redeemable warrants | Other investee | Class A common stock | ||
Summary of Significant Accounting Policies | ||
Ownership percentage | 80% | |
Non redeemable warrants | Class A and Class B Non-redeemable shares | ||
Number of Common stock | ||
Total number of shares | 5,750,000 | 5,750,000 |
Weighted average shares ratio | 32% | |
Net income allocated based on weighted average shares ratio | $ 864,129 | $ 3,626,589 |
Plus: Trust Account withdrawals for tax payments based on weighted average shares ratio | 724,242 | |
Less: Remeasurement of Class A redeemable shares to redemption value based on weighted average shares ratio | (2,123,495) | (676,765) |
Total income (loss) based on weighted average shares ratio, basic | (535,124) | 2,949,824 |
Total income (loss) based on weighted average shares ratio, diluted | $ (535,124) | $ 2,949,824 |
Weighted average shares outstanding, basic | 5,750,000 | 5,750,000 |
Weighted average shares outstanding, diluted | 5,750,000 | 5,750,000 |
Basic net income (loss) per share | $ (0.09) | $ 0.51 |
Diluted net income (loss) per share | $ (0.09) | $ 0.51 |
Non redeemable warrants | Other investee | Class A and Class B Non-redeemable shares | ||
Summary of Significant Accounting Policies | ||
Ownership percentage | 20% |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 12 Months Ended | ||
Dec. 14, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Initial Public Offering | |||
Share price | $ 9.20 | ||
Cash | $ 2,171,553 | $ 50,858 | |
Underwriting fees | $ 4,600,000 | ||
IPO | |||
Initial Public Offering | |||
Number of shares issued | 23,000,000 | ||
Share price | $ 10 | ||
Proceeds from sale of Units, net of underwriting discounts paid | $ 230,000,000 | ||
Offering cost | 13,935,218 | ||
Underwriting fees | 4,600,000 | ||
Deferred underwriting fees | 8,050,000 | ||
Other offering costs | $ 1,285,218 | ||
IPO | Public Warrants | |||
Initial Public Offering | |||
Number of warrants in a unit | 0.5 | ||
Initial Public Offering, Over-Allotment and the Private Placement | |||
Initial Public Offering | |||
Number of shares issued | 3,000,000 | ||
Share price | $ 10.20 | ||
Proceeds from sale of Units, net of underwriting discounts paid | $ 234,600,000 | ||
Proceeds held in trust account | $ 44,709,805 | $ 237,984,513 | |
Maturity term of U.S. government securities | 185 days | ||
Class A common stock | |||
Initial Public Offering | |||
Share price | $ 9.20 | ||
Common stock, par value (In dollars per share) | $ 0.0001 | $ 0.0001 | |
Class A common stock | IPO | |||
Initial Public Offering | |||
Number of shares in a unit | 1 | ||
Common stock, par value (In dollars per share) | $ 0.0001 | ||
Number of shares issuable per warrant (in shares) | 1 | ||
Exercise price of warrants (in dollars per share) | $ 11.50 |
Private Placement (Details)
Private Placement (Details) - USD ($) | Dec. 14, 2021 | Dec. 31, 2023 |
Private Placement | ||
Share price | $ 9.20 | |
Class A common stock | ||
Private Placement | ||
Share price | $ 9.20 | |
Private Placement | ||
Private Placement | ||
Cash held in Trust Account | $ 9,200,000 | |
Share price | $ 10 | |
Private Placement | Class A common stock | ||
Private Placement | ||
Number of shares issuable per warrant (in shares) | 1 | |
Exercise price of warrants (in dollars per share) | $ 11.50 | |
Sponsor | Private Placement | ||
Private Placement | ||
Number of warrants issued | 11,700,000 | |
Proceeds from sale of Private Placement Warrants | $ 11,700,000 | |
Exercise price of warrants (in dollars per share) | $ 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | May 25, 2023 shares | Dec. 14, 2021 $ / shares shares | Dec. 13, 2021 shares | Nov. 25, 2021 USD ($) shares | Nov. 24, 2021 USD ($) shares | May 27, 2021 USD ($) shares | Dec. 31, 2023 shares | Dec. 31, 2022 shares |
Class B common stock | ||||||||
Related Party Transactions | ||||||||
Issuance of Class B common stock to Sponsor (in shares) | 7,187,500 | |||||||
Issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||||||
Shares forfeited | 1,437,500 | |||||||
Consideration for shares forfeited | $ | $ 0 | |||||||
Founder shares outstanding | 1,550,000 | 5,750,000 | 1,550,000 | 5,750,000 | ||||
Common stock, shares issued | 1,550,000 | 5,750,000 | ||||||
Class B common stock | Founder Shares | Sponsor | ||||||||
Related Party Transactions | ||||||||
Issuance of Class B common stock to Sponsor (in shares) | 7,187,500 | |||||||
Issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||||||
Shares forfeited | 1,437,500 | |||||||
Consideration for shares forfeited | $ | $ 0 | |||||||
Founder shares outstanding | 1,550,000 | 5,750,000 | ||||||
Maximum shares subject to forfeiture | 0 | 750,000 | ||||||
Conversion ratio | 1 | |||||||
Conversion of Class B common stock | 4,200,000 | |||||||
Class A common stock | ||||||||
Related Party Transactions | ||||||||
Founder shares outstanding | 8,350,065 | 23,000,000 | ||||||
Common stock, shares issued | 27,200,000 | 8,350,065 | 23,000,000 | |||||
Class A common stock | Founder Shares | Sponsor | ||||||||
Related Party Transactions | ||||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | |||||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | |||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||||
Common stock, shares issued | 1,550,000 | |||||||
Over-allotment | Class B common stock | Founder Shares | ||||||||
Related Party Transactions | ||||||||
Issuance of Class B common stock to Sponsor (in shares) | 3,000,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans, Due to Related Party and Administrative Support Agreement (Details) - USD ($) | 12 Months Ended | |||
Dec. 14, 2021 | Dec. 10, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions | ||||
Payments made by related party on behalf of the Company | $ 236,233 | $ 244,550 | ||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||
Cash capital contribution from Sponsor | $ 800,000 | |||
Administrative support fee - related party | 231,500 | |||
Sponsor | ||||
Related Party Transactions | ||||
Cash capital contribution from Sponsor | 800,000 | $ 0 | ||
Promissory Note With Related Party | Sponsor | ||||
Related Party Transactions | ||||
Maximum borrowing capacity of related party promissory note | $ 350,000 | |||
Administrative Support Agreement | Sponsor | ||||
Related Party Transactions | ||||
Administrative fees expense per month | $ 15,000 | |||
Administrative fees expense | 10,500 | 118,000 | ||
Administrative support fee - related party | 231,500 | |||
Working Capital Loans | Affiliate of the Sponsor | ||||
Related Party Transactions | ||||
Loans convertible into warrants | $ 1,500,000 | |||
Price of warrants (in dollars per share) | $ 1 | |||
Outstanding Balance | $ 0 | $ 0 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders' Equity | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (In dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 12 Months Ended | |||||
Jun. 09, 2023 shares | May 25, 2023 shares | Nov. 25, 2021 USD ($) shares | May 27, 2021 USD ($) shares | Dec. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 Vote $ / shares shares | |
Sponsor | ||||||
Stockholders' Equity | ||||||
Common stock, shares outstanding | 4,200,000 | |||||
Class A common stock | ||||||
Stockholders' Equity | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock, par value (In dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, number of votes per share | Vote | 1 | 1 | ||||
Common stock, shares issued | 27,200,000 | 8,350,065 | 23,000,000 | |||
Common stock, shares outstanding | 8,350,065 | 23,000,000 | ||||
Class A common stock | Sponsor | ||||||
Stockholders' Equity | ||||||
Common stock, shares issued | 8,350,065 | |||||
Common stock, shares outstanding | 8,350,065 | |||||
Class A common stock subject to redemption | ||||||
Stockholders' Equity | ||||||
Conversion of Class B common stock | 4,200,000 | 4,200,000 | ||||
Common stock subject to possible redemption, shares outstanding | 4,150,065 | 23,000,000 | 4,150,065 | 23,000,000 | ||
Class A ordinary shares subject to possible redemption, issued (in shares) | 4,150,065 | 4,150,065 | 23,000,000 | |||
Number of shares exercised their right to redeem | 18,849,935 | |||||
Class A common stock not subject to redemption | ||||||
Stockholders' Equity | ||||||
Common stock, shares issued | 4,200,000 | 0 | ||||
Common stock, shares outstanding | 4,200,000 | 0 | ||||
Class A common stock not subject to redemption | Sponsor | ||||||
Stockholders' Equity | ||||||
Common stock, shares issued | 27,200,000 | |||||
Common stock, shares outstanding | 27,200,000 | |||||
Class B common stock | ||||||
Stockholders' Equity | ||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | ||||
Common stock, par value (In dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Common stock, number of votes per share | Vote | 1 | 1 | ||||
Common stock, shares issued | 1,550,000 | 5,750,000 | ||||
Common stock, shares outstanding | 1,550,000 | 5,750,000 | 1,550,000 | 5,750,000 | ||
Issuance of Class B common stock to Sponsor (in shares) | 7,187,500 | |||||
Issuance of Class B common stock to Sponsor | $ | $ 25,000 | |||||
Shares forfeited | 1,437,500 | |||||
Consideration for shares forfeited | $ | $ 0 | |||||
Number of Class A common stock issued upon conversion of each share (in shares) | 1 | |||||
Number of common stock issuable pursuant to Initial Business Combination, as a percent of outstanding shares (in shares) | 20% | |||||
Class B common stock | Sponsor | ||||||
Stockholders' Equity | ||||||
Conversion of Class B common stock | 4,200,000 | |||||
Common stock, shares issued | 1,550,000 | |||||
Number of shares converted | 4,200,000 |
Warrants (Details)
Warrants (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Warrants | |
Class of warrant or right outstanding | shares | 23,200,000 |
Threshold maximum period for registration statement to become effective after business combination | 60 days |
Newly issued price (in dollars per share) | $ 9.20 |
Threshold minimum percentage of gross proceeds on total equity proceeds (as a percent) | 60% |
Threshold trading days for calculating Market Value | 20 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115% |
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days |
Class A common stock | |
Warrants | |
Newly issued price (in dollars per share) | $ 9.20 |
Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00 | |
Warrants | |
Redemption price per warrant (in dollars per share) | $ 18 |
Threshold consecutive trading days for redemption of warrants | 30 days |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 180% |
Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00 | Class A common stock | |
Warrants | |
Threshold trading days for redemption of warrants | 20 days |
Threshold consecutive trading days for redemption of warrants | 30 days |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | |
Warrants | |
Redemption price per warrant (in dollars per share) | $ 0.10 |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 |
Threshold number of trading days before sending notice of redemption to warrant holders | 30 days |
Threshold trading days for redemption of warrants | 20 days |
Threshold consecutive trading days for redemption of warrants | 30 days |
Redemption of Warrants when price per share of Class A common stock equals or exceeds $10.00 | Class A common stock | |
Warrants | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 10 |
Public Warrants | |
Warrants | |
Class of warrant or right outstanding | shares | 11,500,000 |
Warrants exercisable term after the completion of a business combination | 30 days |
Term of warrants | 5 years |
Threshold maximum period for filing registration statement after business combination | 15 days |
Public Warrants | Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00 | |
Warrants | |
Redemption price per warrant (in dollars per share) | $ 18 |
Stock price trigger for redemption of warrants (in dollars per share) | $ 0.01 |
Threshold number of trading days before sending notice of redemption to warrant holders | 30 days |
Threshold trading days for redemption of warrants | 20 days |
Threshold consecutive trading days for redemption of warrants | 30 days |
Public Warrants | Redemption of warrants when price per share of Class A common stock equals or exceeds $18.00 | Class A common stock | |
Warrants | |
Stock price trigger for redemption of warrants (in dollars per share) | $ 18 |
Private placement warrants | |
Warrants | |
Class of warrant or right outstanding | shares | 11,700,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||||||||||||
Aug. 22, 2022 USD ($) | Dec. 14, 2021 USD ($) $ / shares shares | Dec. 09, 2021 item | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Feb. 29, 2024 shares | Jan. 31, 2024 shares | Dec. 13, 2023 shares | Nov. 14, 2023 shares | Oct. 11, 2023 shares | Sep. 30, 2023 shares | Jun. 09, 2023 shares | May 25, 2023 shares | |
Commitments and Contingencies | |||||||||||||
Maximum number of demands for registration of securities | item | 3 | ||||||||||||
Underwriting option period | 45 days | ||||||||||||
Underwriting fees | $ | $ 4,600,000 | ||||||||||||
Deferred fee per Unit | $ / shares | $ 0.35 | ||||||||||||
Deferred underwriting commissions | $ | $ 8,050,000 | ||||||||||||
Accumulated deficit on waiver of deferred underwriting fee | $ | $ 8,050,000 | $ 8,050,000 | |||||||||||
Class B common stock | Sponsor | |||||||||||||
Commitments and Contingencies | |||||||||||||
Aggregate of non redemption shares transferred | 1,166,664 | 1,499,996 | |||||||||||
Shares transferred to consummation of extension | 500,000 | 500,000 | |||||||||||
Additional non redemption shares transferred | 666,664 | 166,666 | 166,666 | 166,666 | 166,666 | 166,666 | |||||||
Excess fair value of shares transferred upon consummation of extension | $ | $ 934,906 | ||||||||||||
Class B common stock | Sponsor | Subsequent Events | |||||||||||||
Commitments and Contingencies | |||||||||||||
Aggregate of non redemption shares transferred | 1,499,996 | 1,499,996 | |||||||||||
Class A common stock | Sponsor | |||||||||||||
Commitments and Contingencies | |||||||||||||
Aggregate of non redemption shares issued | 4,000,000 | ||||||||||||
Over-allotment | |||||||||||||
Commitments and Contingencies | |||||||||||||
Number of units granted to underwriters | 3,000,000 | ||||||||||||
Shares issued underwriters | 3,000,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities at fair value (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Warrant Liability | $ 580,500 | $ 527,050 |
Level 1 | Recurring | ||
Assets: | ||
Marketable securities held in trust account | 44,709,805 | 237,984,513 |
Level 1 | Recurring | Public Warrants | ||
Liabilities: | ||
Warrant Liability | 287,500 | 261,050 |
Level 2 | Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant Liability | $ 293,000 | $ 266,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in fair value instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Public Warrants | ||
Fair Value Measurements | ||
Derivative warrant liabilities balance at beginning | $ 261,050 | $ 8,521,000 |
Change in fair value | 26,450 | (8,259,950) |
Derivative warrant liabilities balance at ending | 287,500 | 261,050 |
Private Placement Warrants | ||
Fair Value Measurements | ||
Derivative warrant liabilities balance at beginning | 266,000 | 8,695,000 |
Change in fair value | 27,000 | (8,429,000) |
Derivative warrant liabilities balance at ending | 293,000 | 266,000 |
Warrant Liability | ||
Fair Value Measurements | ||
Derivative warrant liabilities balance at beginning | 527,050 | 17,216,000 |
Change in fair value | 53,450 | (16,688,950) |
Derivative warrant liabilities balance at ending | 580,500 | $ 527,050 |
Share Redemptions Payable | ||
Fair Value Measurements | ||
Establishment of share repurchase liability | 197,694,657 | |
Share repurchase payment | $ (197,694,657) |
Fair Value Measurements - Measu
Fair Value Measurements - Measurement (Details) | Dec. 31, 2023 Y $ / shares item | Dec. 13, 2023 $ / shares | Nov. 14, 2023 $ / shares | Oct. 11, 2023 $ / shares | Sep. 30, 2023 $ / shares | Jun. 09, 2023 $ / shares | Dec. 31, 2022 $ / shares Y item |
Common stock price | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 10.62 | 10.60 | 10.57 | 10.56 | 10.54 | ||
Risk-free rate | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 4.88 | 5.17 | 5.31 | 5.39 | 5.10 | ||
Volatility | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 65.52 | 63.91 | 64.90 | 65.96 | 76.56 | ||
Private placement warrants | Common stock price | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 10.64 | 10.18 | |||||
Private placement warrants | Exercise price | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 11.50 | 11.50 | |||||
Private placement warrants | Risk-free rate | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | item | 0.0381 | 0.0395 | |||||
Private placement warrants | Volatility | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | item | 0 | 0 | |||||
Private placement warrants | Term | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | Y | 5.21 | 5.25 | |||||
Private placement warrants | Warrant to buy one share (adjusted for the probability of dissolution) | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 0.03 | 0.02 | |||||
Private placement warrants | Dividend yield | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | item | 0 | 0 |
Fair Value Measurements - Non-r
Fair Value Measurements - Non-recurring Fair Value Measurements (Details) | May 25, 2023 USD ($) $ / shares shares | Dec. 31, 2023 shares | Dec. 13, 2023 $ / shares Y shares | Nov. 14, 2023 $ / shares Y shares | Oct. 11, 2023 Y $ / shares shares | Sep. 30, 2023 $ / shares Y shares | Jun. 09, 2023 Y $ / shares shares |
Sponsor | Class B common stock | |||||||
Fair Value Measurement Inputs | |||||||
Shares transferred upon consummation of extension | shares | 500,000 | 500,000 | |||||
Fair value per share of shares transferred upon consummation of extension | $ | $ 387,000 | ||||||
Fair value per share of shares transferred upon consummation of extension (in per shares) | $ 0.77 | ||||||
Additional non redemption shares transferred | shares | 166,666 | 666,664 | 166,666 | 166,666 | 166,666 | 166,666 | |
Sponsor | Class B common stock | Minimum | |||||||
Fair Value Measurement Inputs | |||||||
Fair value of common stock on additional shares transferred per share | $ 0.82 | ||||||
Sponsor | Class B common stock | Maximum | |||||||
Fair Value Measurement Inputs | |||||||
Fair value of common stock on additional shares transferred per share | $ 0.83 | ||||||
Common stock price | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 10.62 | 10.60 | 10.57 | 10.56 | 10.54 | ||
Estimated probability of an Initial Business Combination | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 10 | 10 | 10 | 10 | 10 | ||
Estimated volatility | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 65.52 | 63.91 | 64.90 | 65.96 | 76.56 | ||
Risk-free rate | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | 4.88 | 5.17 | 5.31 | 5.39 | 5.10 | ||
Time to expiration | |||||||
Fair Value Measurement Inputs | |||||||
Measurement input | Y | 1 | 1 | 1 | 1 | 1 |
Income Taxes -Net deferred tax
Income Taxes -Net deferred tax assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets, Net [Abstract] | ||
Capitalized start-up costs | $ 877,440 | $ 579,901 |
Net operating loss carryforward | 39,845 | |
Total deferred tax assets | 917,285 | 579,901 |
Valuation allowance | (861,760) | (211,887) |
Net deferred tax assets | 55,525 | 368,014 |
Deferred Tax Liabilities, Net [Abstract] | ||
Accrued dividends on marketable securities held in Trust Account | (55,525) | (368,014) |
Total deferred tax liabilities | $ (55,525) | $ (368,014) |
Income Taxes - Income tax provi
Income Taxes - Income tax provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current expense (benefit) | ||
Federal | $ 1,319,280 | $ 362,282 |
Deferred expense (benefit) | ||
Federal | (457,790) | 17,037 |
State | (192,083) | (13,143) |
Change in valuation allowance | 649,873 | (3,894) |
Income tax provision | 1,319,280 | 362,282 |
Operating loss carryforwards, carry forward indefinitely | 0 | 0 |
Operating loss carryforwards subject to expiration | $ 570,536 | $ 0 |
Income Taxes - Effective Tax Re
Income Taxes - Effective Tax Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of the federal income tax rate to the effective tax rate | ||
Federal statutory tax rate | 21% | 21% |
State taxes, net of federal tax benefit | (4.74%) | (0.07%) |
Change in fair value of warrant liabilities | 0.28% | (18.95%) |
Change in valuation allowance | 16.05% | (0.02%) |
Income tax provision | 32.59% | 1.96% |
Subsequent Events (Details)
Subsequent Events (Details) | 9 Months Ended | 12 Months Ended | ||||||||||
Mar. 21, 2024 USD ($) D shares | Jan. 19, 2024 USD ($) | Oct. 26, 2023 USD ($) | Jul. 07, 2023 USD ($) | May 25, 2023 shares | May 27, 2021 USD ($) | Dec. 14, 2024 shares | Dec. 31, 2023 USD ($) $ / shares shares | Feb. 29, 2024 shares | Jan. 31, 2024 shares | Dec. 31, 2022 $ / shares shares | Nov. 25, 2021 shares | |
Subsequent Events | ||||||||||||
Estimated federal income taxes | $ | $ 1,450,000 | $ 362,282 | ||||||||||
Aggregate redemption amount | $ | $ 197,694,657 | |||||||||||
Sponsor | ||||||||||||
Subsequent Events | ||||||||||||
Common stock, shares outstanding | 4,200,000 | |||||||||||
Class A common stock | ||||||||||||
Subsequent Events | ||||||||||||
Aggregate redemption amount | $ | $ 197,694,657 | |||||||||||
Common stock, par value (In dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 27,200,000 | 8,350,065 | 23,000,000 | |||||||||
Common stock, shares outstanding | 8,350,065 | 23,000,000 | ||||||||||
Class A common stock | Sponsor | ||||||||||||
Subsequent Events | ||||||||||||
Common stock, shares issued | 8,350,065 | |||||||||||
Common stock, shares outstanding | 8,350,065 | |||||||||||
Class B common stock | ||||||||||||
Subsequent Events | ||||||||||||
Common stock, par value (In dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 1,550,000 | 5,750,000 | ||||||||||
Common stock, shares outstanding | 1,550,000 | 1,550,000 | 5,750,000 | 5,750,000 | ||||||||
Issuance of common stock | $ | $ 25,000 | |||||||||||
Class B common stock | Sponsor | ||||||||||||
Subsequent Events | ||||||||||||
Additional non redemption shares transferred | 166,666 | |||||||||||
Common stock, shares issued | 1,550,000 | |||||||||||
Conversion of Class B common stock | 4,200,000 | |||||||||||
Common Class Not Subject To Redemption Member | ||||||||||||
Subsequent Events | ||||||||||||
Aggregate redemption amount | $ | $ 197,694,657 | |||||||||||
Subsequent Events | Class A common stock | ||||||||||||
Subsequent Events | ||||||||||||
Number of warrants in a unit | 0.5 | |||||||||||
Number of consecutive trading days | D | 30 | |||||||||||
Issuance of common stock | $ | $ 40,000,000 | |||||||||||
Subsequent Events | Class A common stock | Sponsor | ||||||||||||
Subsequent Events | ||||||||||||
Common stock, shares outstanding | 0 | |||||||||||
Conversion of Class B common stock | 32,214,591 | |||||||||||
Subsequent Events | Class B common stock | Sponsor | ||||||||||||
Subsequent Events | ||||||||||||
Additional non redemption shares transferred | 166,666 | 166,666 | ||||||||||
Common stock, shares issued | 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 2,729,602 | $ 18,132,948 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |