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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to _____________
OceanTech
Acquisitions I Corp. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
001-40450 |
|
85-2122558 |
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
Number)
|
515
Madison Avenue, 8th Floor - Suite 8133
New
York, New York
|
|
10022 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (929) 412-1272 |
Not
Applicable |
(Former
name, former address and former fiscal year, if changed since last report) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class: |
|
Trading
Symbol: |
|
Name
of Each Exchange on Which
Registered: |
Units,
each consisting of one share of Class A common stock and one redeemable warrant |
|
OTECU |
|
The
Nasdaq Stock
Market LLC |
Class
A common stock, par value $0.0001 per share |
|
OTEC |
|
The
Nasdaq Stock
Market LLC |
Warrants,
each warrant exercisable for one share of Class A common stock for $11.50 per share |
|
OTECW |
|
The
Nasdaq Stock
Market LLC |
*Registrant
was suspended from trading on Nasdaq on January 24, 2024. Registrant’s market maker received approval of its Form 211
from FINRA on April 24, 2024 to begin trading over the counter with the symbol “OTAC” pending resolution with NASDAQ.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
|
|
Large accelerated
filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller reporting
company |
☒ |
Emerging growth
company |
☒ |
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As
of May 28, 2024, 3,497,475 shares of Class A common stock, par value $0.0001 per share, and 0 shares of Class B common stock,
par value $0.0001 per share, were issued and outstanding, respectively.
OCEANTECH
ACQUISITIONS I CORP.
Quarterly
Report on Form 10-Q
TABLE
OF CONTENTS
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements
OCEANTECH
ACQUISITIONS I CORP.
CONDENSED
CONSOLIDATED BALANCE SHEETS
| |
|
|
| |
| |
As of | |
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
| |
ASSETS: | |
| | |
| |
Cash | |
$ | 17,183 | | |
$ | 101,174 | |
Total current assets | |
| 17,183 | | |
| 101,174 | |
Investments held in Trust Account | |
| 9,296,616 | | |
| 9,287,900 | |
TOTAL ASSETS | |
$ | 9,313,799 | | |
$ | 9,389,074 | |
| |
| | | |
| | |
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 3,692,805 | | |
$ | 3,233,469 | |
Income tax payable | |
| 72,958 | | |
| 63,395 | |
Excise tax payable | |
| 112,338 | | |
| 112,338 | |
Promissory notes | |
| 1,347,355 | | |
| 1,203,961 | |
Promissory notes – related party | |
| 448,039 | | |
| 448,039 | |
Due to related parties | |
| 427,667 | | |
| 427,667 | |
Total current liabilities | |
| 6,101,162 | | |
| 5,488,869 | |
Other long-term liabilities | |
| 2,000,000 | | |
| 2,000,000 | |
Deferred underwriting commissions | |
| 3,614,100 | | |
| 3,614,100 | |
Warrant liabilities | |
| 1,240,775 | | |
| 330,872 | |
Total Liabilities | |
| 12,956,037 | | |
| 11,433,841 | |
| |
| | | |
| | |
Commitments and Contingencies (see Note 8) | |
| | | |
| | |
| |
| | | |
| | |
Redeemable Common Stock | |
| | | |
| | |
Class A common stock subject to possible redemption, 812,715 shares at March 31, 2024 and December 31, 2023 at redemption value of $11.65 and $11.53 at March 31, 2024 and December 31, 2023, respectively | |
| 9,471,596 | | |
| 9,372,058 | |
Stockholders’ Deficit: | |
| | | |
| | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | |
| — | | |
| — | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,684,760 (excluding 812,715 shares subject to possible redemption) shares issued and outstanding at March 31, 2024 and December 31, 2023 | |
| 269 | | |
| 269 | |
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2024 and December 31, 2023 | |
| — | | |
| — | |
Additional paid-in capital | |
| 1,455,340 | | |
| 1,549,028 | |
Accumulated deficit | |
| (14,569,443 | ) | |
| (12,966,122 | ) |
Total Stockholders’ Deficit | |
| (13,113,834 | ) | |
| (11,416,825 | ) |
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | |
$ | 9,313,799 | | |
$ | 9,389,074 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
OCEANTECH
ACQUISITIONS I CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
| | |
| |
| |
For the Three Months Ended March 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Operating and formation costs | |
$ | 711,824 | | |
$ | 464,054 | |
Loss from operations | |
| (711,824 | ) | |
| (464,054 | ) |
| |
| | | |
| | |
other income/(expenses) | |
| | | |
| | |
Interest earned on investments in trust | |
| 77,213 | | |
| 207,405 | |
Interest expense | |
| (49,244 | ) | |
| — | |
Finance transaction costs | |
| — | | |
| (464,670 | ) |
Change in fair value of warrants | |
| (909,903 | ) | |
| (330,873 | ) |
Total other expense, net | |
| (881,934 | ) | |
| (588,138 | ) |
Provision for income taxes | |
| (9,563 | ) | |
| — | |
Net loss | |
$ | (1,603,321 | ) | |
$ | (1,052,192 | ) |
| |
| | | |
| | |
Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted | |
| 812,715 | | |
| 1,848,503 | |
Basic and diluted net loss per common stock, Class A subject to possible redemption | |
$ | (0.46 | ) | |
$ | (0.23 | ) |
| |
| | | |
| | |
Weighted average shares outstanding of non-redeemable common stock, basic and diluted | |
| 2,684,760 | | |
| 2,684,760 | |
Basic and diluted net loss per non-redeemable common stock | |
$ | (0.46 | ) | |
$ | (0.23 | ) |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
OCEANTECH
ACQUISITIONS I CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
FOR
THE THREE MONTHS ENDED MARCH 31, 2024
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
Class A | | |
Class B | | |
Additional | | |
| | |
Total | |
| |
Common Stock | | |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of December 31, 2023 | |
| 2,684,760 | | |
$ | 269 | | |
| — | | |
$ | — | | |
$ | 1,549,028 | | |
$ | (12,966,122 | ) | |
$ | (11,416,825 | ) |
Fair value of Class A common shares to be transferred under promissory
note | |
| — | | |
| — | | |
| — | | |
| — | | |
| 5,850 | | |
| — | | |
| 5,850 | |
Overdraw of Trust Assets Payable to Trust by Sponsor | |
| — | | |
| — | | |
| — | | |
| — | | |
| (90,822 | ) | |
| — | | |
| (90,822 | ) |
Remeasurement of Class A common stock subject to possible redemption | |
| — | | |
| — | | |
| — | | |
| — | | |
| (8,716 | ) | |
| — | | |
| (8,716 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,603,321 | ) | |
| (1,603,321 | ) |
Balance as of March 31, 2024 | |
| 2,684,760 | | |
$ | 269 | | |
| — | | |
$ | — | | |
$ | 1,455,340 | | |
$ | (14,569,443 | ) | |
$ | (13,113,834 | ) |
FOR
THE THREE MONTHS ENDED MARCH 31, 2023
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
Class A | | |
Class B | | |
Additional | | |
| | |
Total | |
| |
Common Stock | | |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance as of December 31, 2022 | |
| 103,260 | | |
$ | 10 | | |
| 2,581,500 | | |
$ | 259 | | |
$ | 2,248,291 | | |
| (10,723,604 | ) | |
$ | (8,475,044 | ) |
Contribution related to financing costs attributed to Aspire Securities
Purchase Agreement | |
| — | | |
| — | | |
| — | | |
| — | | |
| 464,670 | | |
| — | | |
| 464,670 | |
Remeasurement of Class A common stock to redemption value | |
| — | | |
| — | | |
| — | | |
| — | | |
| (532,405 | ) | |
| — | | |
| (532,405 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,052,192 | ) | |
| (1,052,192 | ) |
Balance as of March 31, 2023 | |
| 103,260 | | |
$ | 10 | | |
| 2,581,500 | | |
$ | 259 | | |
$ | 2,180,556 | | |
$ | (11,775,796 | ) | |
$ | (9,594,971 | ) |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
OCEANTECH
ACQUISITIONS I CORP.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
| | |
| |
| |
For the Three Months Ended March 31,
| |
| |
2024 | | |
2023 | |
Cash Flows from Operating Activities: | |
| | | |
| | |
Net loss | |
$ | (1,603,321 | ) | |
$ | (1,052,192 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Interest earned on investments in trust | |
| (77,213 | ) | |
| (207,405 | ) |
Non-cash interest expense | |
| 49,244 | | |
| — | |
Change in fair value of warrants | |
| 909,903 | | |
| 330,873 | |
Finance transaction cost | |
| — | | |
| 464,670 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid assets | |
| — | | |
| 179 | |
Accounts payable and accrued expenses | |
| 459,336 | | |
| 362,907 | |
Income tax payable | |
| 9,563 | | |
| — | |
Due to related party | |
| — | | |
| 30,000 | |
Net cash used in operating activities | |
| (252,488 | ) | |
| (70,968 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Extension Contributions to Trust Account | |
| (60,000 | ) | |
| (375,000 | ) |
Cash withdrawn from Trust Account for taxes | |
| 128,497 | | |
| — | |
Net cash provided by (used in) investing activities | |
| 68,497 | | |
| (375,000 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from issuance of promissory notes | |
| 100,000 | | |
| 301,500 | |
Proceeds from issuance of promissory note to related party | |
| — | | |
| 125,000 | |
Net cash provided by financing activities | |
| 100,000 | | |
| 426,500 | |
| |
| | | |
| | |
Net Change in Cash | |
| (83,991 | ) | |
| (19,468 | ) |
Cash – Beginning | |
| 101,174 | | |
| 35,806 | |
Cash – Ending | |
$ | 17,183 | | |
$ | 16,338 | |
| |
| | | |
| | |
Supplemental Disclosure of Non-cash Financing Activities: | |
| | | |
| | |
Debt discount recognized for the fair value of Class A common stock to be transferred under promissory note | |
$ | 5,850 | | |
| — | |
Overdraw of trust assets payable to trust by Sponsor | |
$ | 90,822 | | |
| — | |
Remeasurement of Class A common stock to redemption value | |
$ | 8,716 | | |
$ | 532,405 | |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
OCEANTECH
ACQUISITIONS I CORP.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
THREE
MONTHS ENDED MARCH 31, 2024
(UNAUDITED)
Note
1 - Description of Organization and Business Operations
OceanTech
Acquisitions I Corp. (the “Company”) is a blank check company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
As
of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception)
through March 31, 2024, relates to the Company’s formation and the public offering consummated on June 2, 2021 (the “Initial
Public Offering”), and, since the closing of the Initial Public Offering, a search for a business combination candidate.
The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest.
The Company will generate non-operating income in the form of interest income on both cash from the proceeds derived from the
Initial Public Offering and investments held in trust.
The
Company’s original sponsor was OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). On March 13,
2023, the Company’s sponsor changed to Aspire Acquisition LLC, a Delaware limited liability company (“Aspire”
or the “Sponsor”) when Aspire acquired all of the Class B common stock and Private Placement Warrants from the Original
Sponsor. As part of this transaction, Aspire assumed ownership of all agreements and obligations of the Original Sponsor, and
agreed to the terms of the Purchase Agreement (as defined herein).
On
September 5, 2023, as further described below, all of Sponsor’s Class B common stock was converted to Class A common stock.
Financing
The
registration statement for the Company’s Initial Public Offering was declared effective on May 27, 2021 (the “Effective
Date”). On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units”
and, with respect to the Class A common stock included in the Units, the “Common Stock”) at a price of $10.00 per
Unit, generating gross proceeds to the Company of $100,000,000, which is discussed in Note 3.
Simultaneously
with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement
sale (“Private Placement”) of an aggregate 4,571,000 warrants (“Private Placement Warrants”), of which
Private Placement Warrants were purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased
by Maxim Group LLC and/or its designees (“Maxim”), at a price of $1.00 per Private Placement Warrant, generating total
proceeds of $4,571,000.
Transaction
costs of the Initial Public Offering amounted to $7,482,451 consisting of $2,065,200 of underwriting discount, $3,614,100 of deferred
underwriting discount, $1,033,633 in fair value of representative shares issued and $769,518 of other offering costs. Of the transaction
costs, $690,542 were charged to operations for the portion related to warrants and $6,791,909 were included as offering costs
and charged against equity.
The
Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 1,500,000 additional Units to
cover over-allotments, if any. On June 17, 2021, the underwriter partially exercised the over-allotment option to purchase 326,000
additional Units (the “Over-Allotment Units”), generating an aggregate of gross proceeds of $3,260,000, and incurred
$65,200 in cash underwriting fees.
On
June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price
of $1.00 per warrant and transfer of 1,200,000 of Original Sponsor’s Class B common stock. Proceeds of the offering were
deposited in the Company’s Trust Account for its public stockholders, representing $0.15 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination (an “Extension”) by six
months from June 2, 2022, to December 2, 2022. The Extension is permitted under the Company’s governing documents.
On
August 10, 2022, the Company, OceanTech Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger
Sub 1”), and the Original Sponsor, entered into a definitive Agreement and Plan of Merger (the “Captura Merger Agreement”)
with Captura Biopharma, Inc., a Delaware corporation (“Captura”) and Michael Geranen, as seller representative (“Geranen”).
Pursuant to the Captura Merger Agreement, upon the closing of the business combination, the Company would effect the merger of
Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and
outstanding capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set
forth as follows: Captura’s shareholders collectively shall be entitled to receive from the Company, in the aggregate, a
number of Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which
the Captura’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the
amount of Closing Net Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses,
provided that the merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the
Closing in accordance with the terms of the Merger Agreement.
The
obligations of the parties to consummate such business combination was subject to the satisfaction or waiver of certain customary
closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the Company,
Merger Sub 1 and Captura being true and correct subject to the materiality standards contained in the Captura Merger Agreement;
(b) material compliance by such parties of their respective pre-closing covenants and agreements, subject to the standards contained
in the Captura Merger Agreement; (c) the approval by the Company’s stockholders of such business combination; (d) the approval
by the Captura’s stockholders of such business combination; I the absence of any Material Adverse Effect (as defined in
the Captura Merger Agreement) with respect to the Company or with respect to Captura since the effective date of the Captura Merger
Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions
of the Captura Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company
having at least $5,000,001 in tangible net assets upon the Closing; (h) the entry into certain ancillary agreements as of the
Closing; (i) the lack of any notice or communication from, or position of, the SEC requiring the Company to amend or supplement
the prospectus and proxy statement; and (j) the receipt of certain closing deliverables.
On
October 13, 2022, parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section
8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as
a result of the mutual decision to terminate the Captura Merger Agreement.
On
November 15, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Majic Merger Agreement”)
with Merger Sub 1, OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and wholly owned subsidiary of the Company
(“Merger Sub 2”), the Original Sponsor in the capacity as the representative for the stockholders of the Company (the
“Company Representative”), Majic Wheels Corp., a Wyoming corporation ( “Majic”), and Jeffrey H. Coats,
an individual, in the capacity as the representative for the Majic stockholders (the “Majic Representative”).
On
November 29, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved
a charter amendment to extend the date by which the Company must consummate its initial business combination from December 2,
2022 to June 2, 2023, subject to the approval of the board of directors of the Company, provided the Original Sponsor or its designees
deposit into the Trust Account an amount equal to $0.067 per share for each public share or $125,000, prior to the commencement
of each extension period. In connection with the extension stockholders holding 8,477,497 shares of common stock exercised their
right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $87,541,322
(approximately $10.32 per share) was removed from the Trust Account to pay such holders.
On
December 1, 2022, December 30, 2022 and February 2, 2023, the Company deposited $125,000 into its Trust Account for its public
stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its
initial business combination from December 2, 2022 to March 2, 2023.
On
February 3, 2023, Majic, the Company, Merger Sub 1 and Merger Sub 2 mutually terminated the Majic Merger Agreement pursuant to
Section 8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination
fee as a result of the mutual decision to terminate the Majic Merger Agreement.
On
March 2, 2023, the Company deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public
share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from
March 2, 2023, to April 2, 2023.
On
March 13, 2023, the Company’s sponsor changed from Original Sponsor to Sponsor when Aspire agreed to acquire all of the
2,581,500 shares of Class B common stock and 5,869,880 Private Placement Warrants from the Original Sponsor upon the closing of
an initial business combination.
On
March 31, 2023 and May 2, 2023, the Company deposited $125,000 into its Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from April 2, 2023, to June 2, 2023.
On
May 2, 2023, the Company, R.B. Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger
Sub”), and Regentis Biomaterials Ltd., an Israeli company (individually, “Regentis” and, together with the Company,
Merger Sub, collectively, the “Parties” and each referred to as a “Party”), entered into an Agreement
and Plan of Merger (as amended, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge
with and into Regentis (the “Merger” or “Business Combination”), with Regentis continuing as the surviving
entity after the Merger named Regentis Biomaterials Corp. (the “Post-Closing Company”), as a result of which Regentis
will become a direct, wholly-owned subsidiary of the Company (the “Proposed Transaction”).
On
May 18, 2023, t
On
May 30, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement
on Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At such special meeting, the Company stockholders
approved the proposal for the Company to adopt and file with the Delaware Secretary of State of the State of Delaware an amended
charter (the “Extension Amendment Proposal”), which the Company promptly filed following the stockholders’ approval
of the Extension Amendment Proposal. Pursuant to the Company’s amended charter, the Company has the right to extend beyond
June 2, 2023 (the “Original Termination Date”) by up to 12, 1-month extensions through June 2, 2024 (the “Outside
Date”; each of the 12, 1-month extensions, an “Extension”, and each such extension date a “Deadline Date”,
and the latest of such Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving
the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless
the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s
Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the
Company or Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account $30,000 (collectively,
the “Extension Payments”), and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate
of $360,000 for payment of the Extension Payments.
Additionally,
at such special meeting, the stockholders of the Company approved the proposal to amend the trust agreement of the Trust Account
to extend the termination date for an additional twelve months, until June 2, 2024 (the “Trust Amendment Proposal). Upon
approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company
and the Trustee of the Trust Account promptly entered into an amendment to the trust agreement to extend the termination date
for an additional twelve months, until June 2, 2024.
In connection with the voting on the Extension
Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock
(the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments
to the Redeeming Stockholders totalling $11,233,821, representing approximately $10.84 per share. Following such payments to the
Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class
A common stock outstanding were 812,715.
On
June 1, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
June 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
July 7, 2023, the Company and Regentis executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to
$96 million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee
to which it would be entitled upon consummation of the business combination.
On
July 10, 2023, the Company filed the initial Form S-4 with the SEC.
On
July 25, 2023, the Company received written notice (the “Delisting Letter”) from the Nasdaq Capital Market (“Nasdaq”)
that the Company had not regained compliance within 180 calendar days (or until July 24, 2023) in accordance with Nasdaq Listing
Rule 5810(c)(3)(C) for compliance with Nasdaq Listing Rule 5550(b)(2) as the Company’s market value of listed securities
for the thirty (30) consecutive business days, was below the required minimum of $35 million for continued listing on Nasdaq (the
“MVLS Requirement”).
On
July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination
by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing
Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s
decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00
p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing with the Panel was then scheduled for September
21, 2023 (the “Hearing”).
On
July 28, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
August 8, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14(a) with the Securities and Exchange Commission
(“SEC”) for stockholders to approve the founder share amendment proposal to amend the Company’s existing certificate
of incorporation dated as of May 27, 2021, as amended on December 1, 2022 by that certain First Amendment to the Amended and Restated
Certificate of Incorporation and as further amended on May 30, 2023 by that certain Second Amendment to the Amended and Restated
Certificate of Incorporation, as may be further amended (collectively, the “Existing OTEC Charter”), to provide for
the right of the holders of Class B common stock, par value $0.0001 per share, to convert such shares of Class B common stock
into shares of Class A common stock, par value $0.0001 per share, on a one-to-one basis at the election of such holders (the “Founder
Share Amendment Proposal”), rather than upon the closing of an initial business combination. The Company then filed a Definitive
Proxy Statement on Schedule 14A on August 23, 2023 (the “Proxy Statement”) with the SEC, providing notice of a special
meeting of stockholders to be held on September 5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder
Share Amendment Proposal, in order to authorize the Company to regain compliance with the MVLS Requirement.
On
August 31, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023 (or such earlier
date as determined by OTEC’s board of directors unless extended).
On
September 5, 2023, the Company held a virtual special meeting of its stockholders following the notice provided by the Proxy Statement
to amend the Existing OTEC Charter for the Founder Share Amendment Proposal. Following approval of the Founder Share Amendment
Proposal by the Company’s stockholders, the Company promptly adopted and filed the related amendment to the Existing OTEC
Charter with the Secretary of State of the State of Delaware. Effective as of September 5, 2023, the conversion of the Class B
common stock to Class A common stock, resulted in the Company’s market value of securities increasing approximately $28,706,280
in addition to the Company’s then-current market value of securities being approximately $10,185,642, based on calculations
utilizing the Company’s common stock closing price of $11.12 per share on August 28, 2023 to total approximately $38,891,922,
above the required $35 million. The following ten consecutive business days after September 5, 2023, ended ahead of the Hearing.
On
September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.
As
previously disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, the Company received written notice (the “Notification
Letter”) from Nasdaq stating that the Company currently does not meet the required minimum of 300 public holders for continued
listing on Nasdaq under Nasdaq Listing Rule 5550(a)(3) (the “Public Holder Requirement”), and further stated that
Nasdaq’s Panel would consider this matter in rendering a determination regarding the Company’s continued listing on
Nasdaq at the Hearing already scheduled.
On
September 21, 2023, the Company attended the Hearing to discuss the Delisting Letter and Notification Letter with the Panel. At
the Hearing, the Company discussed its anticipated compliance with the Public Holder Requirement upon the closing of the Business
Combination pursuant to the Merger Agreement with Regentis and the Merger Sub. After the Hearing with Nasdaq, the Company provided
a chart listing each of the initial listing requirements and noted how it planned to meet each requirement, as requested by Nasdaq
at the Hearing.
On
September 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its
Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of
time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023 (or such earlier
date as determined by OTEC’s board of directors unless extended).
On
October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception
until January 2, 2024, subject to the following:
(1) |
On
or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and |
(2) |
On
or before January 2, 2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505. |
On
October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement.
On
October 12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement.
As such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement.
On
October 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from November 2, 2023 to December 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.
On
November 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from December 2, 2023 to January 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
December 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from January 2, 2024 to February 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
The
Company received the Notice of Effectiveness by the SEC on December 29, 2023 following the filing of amendment No.’s 4 and
5 to form S-4 with the SEC.
On
January 5, 2024, the Company received a notice from Nasdaq stating that because the Company had not held an annual meeting, it
was no longer in compliance with the continued listing requirements of Nasdaq. The Company responded that it was unable to hold
the annual meeting in accordance with the annual meeting requirement as the Company originally intended to close the Business
Combination prior to the end of 2023. In anticipation of Closing, the Company filed a definitive proxy statement/prospectus pursuant
to Rule 424(b)(3) under the Securities Act and Regulation 14A of the Securities Exchange Act on January 2, 2024 and scheduled
the special meeting for stockholders to vote on the Business Combination on February 9, 2024. If the Company were to hold an annual
meeting after such special meeting date, the stockholders of the Company would be asked to vote on items that are moot (for example,
the election of existing Company directors after approving at the special meeting the election of the directors to serve on the
Company’s board of directors post-Closing) or such stockholders may have already redeemed, which would likely cause stockholder
confusion and legal uncertainty as to the effect of the subsequent election of a different slate of directors who would not ultimately
be the slate of directors who would serve on the board of directors upon the Closing of the Business Combination. Because the
stockholders that may no longer even plan to be stockholders in connection with redeeming shares would be voting on a slate of
directors that were no longer going to be directors upon the Business Combination, we agreed that holding an annual meeting would
be moot and not in accordance with the intent of the annual meeting requirement. Additionally, the Company would be unable to
furnish to its stockholders an annual report as required by applicable SEC rules given the requirement to include audited financial
statements for 2023, which were not scheduled at that time to be available until after the completion of the Business Combination.
The Company provided stockholders with the Form S-4 and the proxy statement/prospectus mailed to stockholders, which contain the
audited financial statements of the Company and of Regentis for their 2022 fiscal years, and the unaudited interim financial statements
of the Company and of Regentis as of and for the fiscal period ended September 30, 2023, along with unaudited pro forma financial
statements for review by stockholders. Though the Company was not able to hold the annual meeting, the Company held special meetings
in 2023 and 2024. Additionally, upon Closing of the Business Combination, the surviving entity as the post-closing company will
be required to be in compliance with the annual meeting requirement by December 31, 2024, and the Post-Closing Company will hold
an annual meeting in 2024 in accordance with such requirement.
On
January 22, 2024, the Company received a notice from Nasdaq, providing that because the Company had not yet closed the Business
Combination, trading in the Company’s shares would be suspended at the open of business on January 24, 2024. On January
23, 2024, the Company submitted its payment and request for an appeal of such decision and the review by the Nasdaq Listing and
Hearing Review Council of such decision.
On
January 30, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from February 2, 2024 to March 2, 2024 (or such earlier date as
determined by OTEC’s board of directors unless extended).
On
February 5, 2024, the Company submitted its brief memorandum for the appeal, and on February 23, 2024, the Company received the
brief memorandum from the staff of Nasdaq to which it responded on March 1, 2024.
On
February 9, 2024, the Company held a Special Meeting of stockholders to approve among others, a proposal to approve and adopt
the Merger Agreement. In connection with the Special Meeting, OTEC stockholders holding 800,312 shares of OTEC class A common
stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. The trustee’s
preliminary calculations are that approximately $9,227,597 (approximately $11.53 per Public Share) would be removed from the Trust
Account to pay such holders upon completion of the merger. These amounts might be subject to reversals and adjustments through
the date of the completion of the merger.
On
March 4, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from March 2, 2024 to April 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
The
Company received another request from the staff of Nasdaq on March 11, 2024, requesting additional information on remaining items
required prior to the closing of the Business Combination, to which the Company responded with the remaining closing conditions
in process on March 15, 2024.
See
Note 11 below for Subsequent Events.
Franchise
and Income Tax Withdrawals from Trust
Account
Since completion
of its IPO on June 2, 2021, and through March 31, 2024, the Company withdrew $789,975 from the Trust Account to pay
its liabilities related to the Delaware franchise taxes and income taxes. Through March 31, 2024, the Company remitted $521,931 to the respective
tax authorities. Additionally, as of March 31, 2024, the Company had accrued but unpaid liability of $102,558 related to its income
and Delaware franchise tax obligations. The difference between actual withdrawals and allowable withdrawals was recorded as a distribution to sponsor within the statement of changes in stockholders deficit in the amount of $107,827 for the year ended December 31, 2023 and $90,822 in the quarter ended March 31, 2024. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds
in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without recurring to additional
withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to
the government authorities is cured.
Liquidity
and Going Concern
On
March 31, 2024, the Company had cash of $17,183 and a working capital deficit of $6,083,979.
The Company’s liquidity needs up
to March 31, 2024 were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (as defined in Note 5), loans
from related parties and outside investors with amounts outstanding totalling $1,829,539 and $1,729,539 as of March 31, 2024 and
December 31, 2023, respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private
Placement held outside of the Trust Account.
Until
the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying
and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.
The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers,
directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company
funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s
working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise
additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily
be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards
Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial
Statements—Going Concern, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses or entities on or before June 2, 2024. The Company entered into a definitive merger/business combination agreement
with a business combination target on May 2, 2023; however, the completion of this transaction is subject to the approval of the
Company’s stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals,
satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction
prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and
fund operations for any period of time after June 2, 2024, in the event that it is unable to complete a business combination by
that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern for the next
twelve months from the issuance of these statements. Management’s plans with regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue
as a going concern. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds
from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s
working capital.
Risks
and Uncertainties
In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this
action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.
The
escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions
and effect the stability of the Middle East region. It is unknown how long any of these disruptions will continue and whether
such disruptions will become more severe.
The
impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date
of these condensed financial statements.
Inflation
Reduction Act of 2022
On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides
for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations
and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise
tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the
excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes
of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances
against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the
excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and
other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote
or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection
with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value
of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of
a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business
combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business
combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would
be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been
determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination and in the
Company’s ability to complete the Business Combination.
As
discussed above, on May 30, 2023, holders of 1,035,788 shares of Common Stock elected to redeem their shares in connection with
the Extension. As a result, $11,233,821 was removed from the Company’s Trust Account to pay such holders. Management has
evaluated the requirements of the IR Act and the Company’s operations and has determined that a liability of $112,338 should
be recorded for the excise tax in connection with the above mentioned redemptions. This liability will be reviewed and remeasured
at each subsequent reporting period.
Note
2 - Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to
Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial
statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for
interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation
of financial position, results of operations, or cash flows.
In
the opinion of the Company’s management, the unaudited financial statements as of March 31, 2024 and for the three months
ended March 31, 2024, include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement
of the financial position of the Company, and its results of operations and cash flows for the three ended March 31, 2024. The
results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for
the full fiscal year ending December 31, 2024 or any future interim period.
Principles
of Consolidation
The
accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section2(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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not
previously approved.
Further,
Section102(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 an emerging growth company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt
the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
unaudited condensed consolidated 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 these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant
accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities.
Such estimates may be subject to change as more current information becomes available and 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 did not have cash equivalents as of March 31, 2024 and December 31, 2023.
Trust
Account
Upon
the closing of the Initial Public Offering and the Private Placement, $104.3 million ($10.10 per Unit) of the net proceeds of
the Initial Public Offering and certain of the proceeds of the Private Placement were held in the Trust Account located in the
United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury
obligations 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 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S.
government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of the Business Combination
and (ii) the distribution of the Trust Account as described below.
Upon
closing of the offering of the Private Warrants on June 2, 2022 (as described above) an additional $1.5 million (or $0.15 per
Class A share subject to redemption) was placed in the Trust Account to provide for the Extension as described above.
In
connection with the extension vote at the special meeting of stockholders of the Company on November 29, 2022, stockholders holding
8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust
Account. As a result, $87,541,321 (approximately $10.32 per share) was removed from the Trust Account to pay such holders.
On
December 1, 2022, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from December 2, 2022 to January 2, 2023.
On
December 30, 2022, The Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from January 2, 2023, to February 2, 2023.
On
February 2, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders,
representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by one month from February 2, 2023 to March 2, 2023.
On
March 2, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders,
representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by one month from March 2, 2023 to April 2, 2023.
On
March 31, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders,
representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by one month from April 2, 2023 to May 2, 2023.
On
May 2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067
per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one
month from May 2, 2023, to June 2, 2023.
On
June 1, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
June 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
July 28, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
August 30, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000
into its Trust Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the
period of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023 (or
such earlier date as determined by OTEC’s board of directors unless extended).
On
September 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its
Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of
time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023 (or such earlier
date as determined by OTEC’s board of directors unless extended).
On
October 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from November 2, 2023 to December 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
November 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from December 2, 2023 to January 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
December 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from January 2, 2024 to February 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
January 30, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from February 2, 2024 to March 2, 2024 (or such earlier date as
determined by OTEC’s board of directors unless extended).
On
February 28, 2024 the Company instructed the transfer agent to transfer funds held in the Trust Account from the brokerage investment
account into demand deposit account.
On
March 4, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from March 2, 2024 to April 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
See
Note 11 below for additional extension payments.
Offering
Costs
Offering
costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred,
presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated
with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion
of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation
is not reasonably expected to require the use of current assets or require the creation of current liabilities.
In
connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued common
stock (as defined in Note 9) from the Founder Shares (as defined in Note 5) to the investors who participated in the Initial Public
Offering. The fair value of the Founder Shares (as defined in Note 5) was determined to be an offering cost in accordance with
Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was be allocated to the only financial instruments issued,
which were private placement warrants. Offering costs allocated to derivative warrant liabilities are expensed as incurred in
the statement of operations.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due
to its short-term nature.
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 unaudited condensed consolidated 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 sheets 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.
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as
quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that
are not active; and |
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own
assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable. |
Net
(Loss) Income Per Common Stock
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company
has two classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses
are shared pro rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss)
income by the weighted average shares of common stock outstanding for the respective period.
The
calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial
Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 shares for the three months ended March
31, 2024 and March 31, 2023 of Class A common stock subject to possible redemption in the calculation of diluted (loss) income
per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method.
As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three months ended March
31, 2024 and March 31, 2023. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share
as the redemption value approximates fair value.
The
basic and diluted (loss) income per common stock is calculated as follows:
| |
For the Three Months Ended | |
| |
March 31, | |
| |
2024 | | |
2023 | |
Common stock subject to possible redemption | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Net loss allocable to Class A common stock subject to possible redemption | |
$ | (372,567 | ) | |
$ | (429,046 | ) |
Denominator: | |
| | | |
| | |
Weighted Average Redeemable Class A common stock, basic and diluted | |
| 812,715 | | |
| 1,848,503 | |
Basic and Diluted net loss per share, redeemable Class A common stock | |
$ | (0.46 | ) | |
$ | (0.23 | ) |
| |
| | | |
| | |
Non-redeemable common stock | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Net loss allocable to non-redeemable common stock | |
$ | (1,230,754 | ) | |
$ | (623,146 | ) |
Denominator: | |
| | | |
| | |
Weighted Average non-redeemable common stock, basic and diluted | |
| 2,684,760 | | |
| 2,684,760 | |
Basic and diluted net loss per share, common stock | |
$ | (0.46 | ) | |
$ | (0.23 | ) |
Income
Taxes
The
Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of
deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial
statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax
credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that
all or a portion of deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company’s
deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (0.60)% and 0.00% for the three
months ended March 31, 2024 and March 31, 2023, respectively. The effective tax rate differs from the statutory tax rate of 21%
for the three months ended March 31, 2024 and March 31, 2023, due to changes in fair value in warrant liability, certain non-deductible
interest and merger costs, and the valuation allowance on the deferred tax assets.
While
ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual
elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company
is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that
will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current
period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss)
or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item
that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its
calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized
book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated
income tax provision based on actual results through March 31, 2024.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and
prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest
and penalties, accounting in interim period, disclosure and transition.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently
not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.
The
Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the
nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management
does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Redeemable
Share Classification
All
of the 10,326,000 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which
allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder
vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s
amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity
instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require
common stock subject to redemption to be classified outside of permanent equity. Given that the Class A common stock was issued
with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as
temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt - Debt with Conversion
and Other Options.”
Immediately
upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount,
which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted
in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.
As
of March 31, 2024 and December 31, 2023, the Class A common stock reflected on the balance sheets are reconciled in the following
table:
Schedule of class A common stock reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2024 |
|
|
December
31, 2023 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
As
of beginning of the period |
|
812,715 |
|
|
$ |
9,372,058 |
|
|
1,848,503 |
|
|
$ |
19,419,552 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemptions |
|
— |
|
|
|
— |
|
|
(1,035,788) |
|
|
|
(11,233,821) |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement
of carrying value to redemption value attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
due from Sponsor |
|
— |
|
|
|
|
|
— |
|
|
|
|
Accretion
of carrying value to redemption value |
|
— |
|
|
|
8,716 |
|
|
— |
|
|
|
1,102,168 |
|
Contingently
redeemable Class A common stock subject to possible redemption |
|
812,715 |
|
|
$ |
9,471,596 |
|
|
812,715 |
|
|
$ |
9,372,058 |
|
Debt
discounts
Debt
discounts relate to the issuance costs of the promissory notes to non-related parties (see Note 6), and are included in the condensed
consolidated balance sheets as a direct deduction from the face amount of the promissory notes. Debt discounts are amortized over
the term of the related promissory notes and included in the interest expense.
Recent
Accounting Pronouncements
In
August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of
beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has adopted this standard in the
current period. Adoption of ASU 2020-06 did not have any impact on its financial position, results of operations or cash flows.
In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income
Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation,
as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.
This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and
impacts of adoption of this ASU.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a
material effect on the accompanying unaudited condensed consolidated financial statements.
Note
3 - Initial Public Offering
On
June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists of one share of Class
A common stock of the Company, par value $0.0001 per share, and one redeemable warrant of the Company (“Warrant”),
each Warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a
price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000.
On
June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment
Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $3,260,000.
Note
4 - Private Placement
On
June 2, 2021, simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated
the Private Placement of an aggregate 4,571,000 Private Placement Warrants, of which Private Placement Warrants were
purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim at a price of $1.00 per Private
Placement Warrant, generating total proceeds of $4,571,000.
On
June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment
Units. Simultaneously with the closing of the exercise of the overallotment option, the Company consummated the Private Placement
of an aggregate of 97,800 Private Placement Warrants, of which Private Placement Warrants were purchased by the Original
Sponsor and 22,820 Private Placement Warrants were purchased by Maxim at a purchase price of $1.00 per Private Placement Warrant,
generating gross proceeds of $97,800.
On
June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price
of $1.00 per warrant.
The
Private Placement Warrants (and the underlying securities) are identical to the public warrants sold as part of the Units in the
Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions
were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Note
5 - Related Party Transactions
Founder
Shares
In
February 2021, the Original Sponsor paid $ to cover certain offering costs in consideration for Class B shares
(the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the
total size of the Initial Public Offering would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option
is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public
Offering. Thus, up to of the Founder Shares were subject to forfeiture depending on the extent to which the underwriter’s
over-allotment option was exercised. On June 21, 2021, the underwriter partially exercised its over-allotment option, purchasing
an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment
option, and hence founder shares of Class B common stock were subsequently forfeited, resulting in 2,581,500 outstanding
Founder Shares.
Concurrently
with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 of Class B shares
previously issued and outstanding as additional incentive to participants in the Extension Offering. The Company accounted for
the Original Sponsor shares transferred to the participants in the Extension Offering at Fair Value as a charge directly to stockholder’s
equity. The Company estimated the fair value of these shares to be $3,600,000 or $3 per share.
In
connection with the change in sponsor to Aspire on March 13, 2023, the Company estimated the aggregate fair value of the 2,581,500
founders’ shares sold to Aspire to be $464,670 or $0.18 per share. The excess of the fair value of the Founder Shares was
determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”)
Topic 5T. As this transaction is directly related to the business combination, the costs related to the transaction were included
as transaction finance costs in the statement of operations.
Pursuant
to the Purchase Agreement dated as of March 13, 2023, by and among Sponsor, OTEC and the Original Sponsor (the “Purchase
Agreement”), (a) Sponsor agreed to pay the Original Sponsor $1.00 (the “Consideration”), (b) the Sponsor agreed
to convey to Original Sponsor 250,000 shares to the equity holders of Original Sponsor pro rata based on such equity holders’
underlying interest in shares as of the date thereof (the “PSA Shares”), (c) the Sponsor agreed to convey to Original
Sponsor 250,000 warrants to the equity holders of Original Sponsor pro rata based on such equity holders’ underlying interest
in shares as of the date thereof (the “PSA Warrants”), and (d) the Sponsor agreed to (i) reimburse Joseph Adir, Chief
Executive Officer of the Initial Sponsor, $25,000 (“Adir’s Reimbursement”), and (ii) pay Charles Baumgarner,
Chief Financial Officer of the Initial Sponsor, $5,000 per month during the transition period, which has been paid and satisfied
as of the date hereof. The Purchase Agreement and change in Company directors and officers are further described in the Form 8-K,
filed by the Company on March 13, 2023.
The
Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur
of: (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company
consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having
the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will
be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding
the foregoing, if the closing price of the shares of 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 150 days after the initial Business Combination, the Founder Shares will no longer be subject to such transfer
restrictions.
Promissory
Notes-Related Party
On
February 14, 2021, the Original Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of
the Initial Public Offering. This loan is non-interest bearing, unsecured and was due at the closing of the Initial Public Offering
and the Original Sponsor has not demanded payment of the note through the date of this filing. As of March 31, 2024 and December
31, 2023, $448,039 were outstanding under the promissory notes.
Related
Party Loans
In
order to finance transaction costs in connection with an intended initial Business Combination, the sponsor, an affiliate of the
sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be
required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would
repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid
only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company
may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the
Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement
Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would
be identical to the Private Placement Warrants issued to the Sponsor. As of March 31, 2024 and December 31, 2023, no such Working
Capital Loans were outstanding.
On
May 18, 2023, the Company and the Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note
in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $ per month for up to 12, 1-month extension,
up to an aggregate of $360,000. No amounts have been drawn under this promissory note as of March 31, 2024 or December 31, 2023.
Administrative
Support Agreement
The
Company originally agreed to pay the Original Sponsor a total of $10,000 per month for office space, utilities and secretarial
and administrative support. The Administrative Support Agreement dated as of May 27, 2021 (the “Administrative Support Agreement”)
began on the day the Company first listed on the Nasdaq Capital Market and continue monthly until the completion of the Company’s
initial Business Combination or liquidation of the Company. As of March 31, 2024 and December 31, 2023, the Company owed $427,667
under the Administrative Support Agreement, respectively. For the three months ended March 31, 2024, and 2023, the Company incurred
$30,000 in administrative support fees.
Note
6 - Promissory Notes
During
2023, the Company entered into six promissory notes with investors that provide for a maximum aggregate borrowing amount of up
to $726,500. These notes are non-interest bearing and are due at the closing of the business combination. In consideration of
these loans, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause
the assignment and transfer, to the investors 130,000 shares of Class A common stock.
On
May 23, 2023, the Company or Sponsor entered into a promissory note with Polar Multi-Strategy Master Fund (the “Investor”),
pursuant to which the Investor agreed to provide a $500,000 loan to the Company or Sponsor. In consideration of the $500,000 from
the Investor (“Initial Capital Contribution”), the Company or Sponsor will, upon the closing of the initial business
combination, assign and transfer, or cause the assignment and transfer, to Investor 500,000 shares of Class A common stock (as
loan grant shares issuable to a third party in relation to such working capital bridge loan) (“Subscription Shares”)
at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments
in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn
outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon
the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the
Company has received within 5 business days of the closing of the initial business combination.
On
October 24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to
provide a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor
will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor
Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may
elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other
lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be
repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all
repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.
During
the three months ended March 31, 2024, the Company entered into an additional promissory note with an investor that provide for
a maximum aggregate borrowing amount of up to $130,000. This loan is non-interest bearing and is due at the closing of the business
combination. In consideration of these loans, the Company or Sponsor will, upon the closing of the initial business combination,
assign and transfer, or cause the assignment and transfer, to the investor 32,500 shares of Class A common stock.
As
of March 31, 2024, and December 31, 2023 $1,381,500 and $1,281,500 was outstanding under the promissory notes.
The Company’s Sponsor transfer of
Class A shares to the Investor falls under SAB Topic 5T and thus was recognized in the Company’s records in connection with
the funding of the promissory notes as a debt discount totalling $164,250 or approximately $0.18 per share. The debt discount is
accreted as interest expense in the Company’s statements of operations over the terms of the respective loans. As of March
31, 2024, the Company had an unamortized debt discount of $34,145. Amortization was recorded to interest expense and totalled $49,244
for the three months ended March 31, 2024. There was no similar expense recorded in the three months ended March 31, 2023.
Note
7 - Derivative Warrant Liabilities
As
of both March 31, 2024, and December 31, 2023, there were 10,326,000 public warrants outstanding. As of March 31, 2024 and December
31, 2023, there were 6,217,700 Private Placement Warrants outstanding.
Public
Warrants
Each
Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share,
subject to adjustment. 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 the 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 board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking
into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the
Market Value and the Newly Issued Price.
The
warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or
earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the
Company and not placed in the Trust Account.
The
Company has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business
Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class
A common stock issuable upon exercise of the warrants, to cause such registration statement 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
warrants is not effective within 90 days after the closing of the initial 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. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section
18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company
so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company
does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the
extent an exemption is not available.
Private
Placement Warrants
The
Private Placement Warrants and the underlying securities are identical to the public warrants sold as part of the Units in the
Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions
were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00
Once
the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants):
● |
in
whole and not in part; |
● |
at
a price of $0.01 per warrant; |
● |
upon
a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and |
● |
if,
and only if, the last 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
on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
If
the Company calls the warrants for redemption as described above, the management will have the option to require all holders that
wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise
their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number
of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class
A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the
warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of redemption is sent to the holders of warrants.
Note
8 - Fair Value Measurements
The
following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis as of March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques that the
Company utilized to determine such fair value.
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis
|
|
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|
|
|
|
|
|
|
|
|
|
|
March
31, |
|
|
Quoted
Prices In
Active Markets |
|
|
Significant
Other
Observable Inputs |
|
|
Significant
Other
Unobservable Inputs |
|
|
|
2024 |
|
|
(Level
1) |
|
|
(Level
2) |
|
|
(Level
3) |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability- public |
|
$ |
774,450 |
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
774,450 |
|
Warrant Liability-
private |
|
|
466, 325 |
|
|
|
— |
|
|
|
— |
|
|
|
466, 325 |
|
Total Warrant
Liability |
|
$ |
1,240,775 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,240,775
|
|
| |
| | |
| | |
| | |
| |
| |
December
31, | | |
Quoted
Prices In
Active Markets | | |
Significant
Other
Observable Inputs | | |
Significant
Other
Unobservable Inputs | |
| |
2023 | | |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S.
Money Market held in Trust Account | |
$ | 9,287,900 | | |
$ | 9,287,900 | | |
$ | — | | |
$ | — | |
| |
$ | 9,287,900 | | |
$ | 9,287,900 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability-
public | |
$ | 206,520 | | |
$ | 206,520 | | |
$ | — | | |
$ | — | |
Warrant
Liability- private | |
| 124,352 | | |
| — | | |
| — | | |
| 124,352 | |
Total
Warrant Liability | |
$ | 330,872 | | |
$ | 206,520 | | |
$ | — | | |
$ | 124,352 | |
Transfers to/from Levels 1, 2, and 3 are
recognized at the beginning of the reporting period. During the three months ended March 31, 2024, the public warrants ceased
trading in January 2024 and were transferred form Level 1 to Level 3.
Level
1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade
data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair
value of its investments.
The
Company’s Warrant liability was valued at $1,240,775 and $330,872 as of March 31, 2024 and December 31, 2023, respectively.
Under the guidance in ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded
on the balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement,
the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed
consolidated statements of operations.
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. Prior to March 31, 2024, the fair value of the public warrant liability
is classified within Level 1 of the fair value hierarchy, as the public warrants were actively traded. In January 2024, the public
warrants ceased trading. The fair value of the public and private warrant liability is classified within Level 3 of the fair value
hierarchy.
Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows:
| |
| | |
Public and Private
| | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level 1 | | |
Level 3 | | |
Liabilities | |
Warrant liabilities at December 31, 2023 | |
$ | 206,520 | | |
$ | 124,354 | | |
$ | 330,872 | |
Transfer from Level 1 to Level 3 | |
| (206,520 | ) | |
| 206,520 | | |
| — | |
Change in Fair Value | |
| — | | |
| 909,903 | | |
| 909,903 | |
Warrant liabilities at March 31, 2024 | |
$ | — | | |
$ | 466,328 | | |
$ | 1,240,775 | |
| |
| | |
Private | | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level 1 | | |
Level 3 | | |
Liabilities | |
Warrant liabilities at December 31, 2022 | |
$ | 413,040 | | |
$ | 248,707 | | |
$ | 661,747 | |
Change in Fair Value | |
| (206,520 | ) | |
| (124,354 | ) | |
| (330,874 | ) |
Warrant liabilities at March 31, 2023 | |
$ | 206,520 | | |
$ | 124,352 | | |
$ | 330,872 | |
The
Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period
for its warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected share-price
volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based
on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common
stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the
warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which
the Company anticipates remaining at zero.
The
estimated fair value of the Public and Private Placement Warrants is determined using Level 3 inputs. Inherent in a modified Black-Scholes
model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The
Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from
historical volatility of select peer company’s common stock that matches the expected remaining life of the Warrants. The
risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the
expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual
term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The
key inputs into the modified Black-Scholes model were as follows:
Schedule of quantitative information regarding Level 3 fair value measurements inputs
| |
March 31, 2024 | | |
December 31, 2023 | |
Risk-free interest rate | |
| 4.12 | % | |
| 3.77 | % |
Expected term (years) | |
| 5.09 | | |
| 5.09 | |
Expected volatility | |
| 4.67 | % | |
| 8.0 | % |
Stock price | |
$ | 11.75 | | |
$ | 11.35 | |
Strike price | |
$ | 11.50 | | |
$ | 11.50 | |
Dividend yield | |
| 0 | % | |
| 0 | % |
Probability of business combination | |
| 1.50 | % | |
| 1.00 | % |
Note
9 - Commitments and Contingencies
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans
(and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion
of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration
rights agreement signed prior to or on the Effective Date of the Initial Public Offering, requiring the Company to register such
securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders
of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require
the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
underwriter had a 45-day option to purchase up to 1,500,000 additional Units to cover any over-allotments, if any, at the Initial
Public Offering price less the underwriting discounts and commissions. On June 17, 2021, the underwriter partially exercised the
over-allotment option and purchased an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000.
On June 21, 2021, the underwriter forfeited the right to purchase the remaining 1,174,000 Units of the over-allotment option.
The
underwriter was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial
exercise by the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. Additionally, $3,614,100
in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), is payable to the underwriter
for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust
Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting
Agreement dated May 27, 2021 (the “Underwriting Agreement”) by and between the Company and Maxim.
Amendment
of Underwriting Agreement
On
December 15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties
agreed to amend the Underwriting Agreement as follows: (i) the Company and Maxim mutually agreed that the rights of first refusal
be deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter
in any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates
a business combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business
combination as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been
limited to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim
agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of
Maxim. For the sake of clarity, all rights and obligations relating to underwriting fees (including but not limited to deferred
underwriting commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities
in the accompanying unaudited condensed consolidated balance sheets dated as of March 31, 2024 and December 31, 2023, respectively.
Representative’s
Class A Common Stock
The
Company has issued to Maxim and/or its designees, 103,260 shares of Class A common stock upon the consummation of the Initial
Public Offering and the partial exercise of the underwriter’s over-allotment. Maxim has agreed not to transfer, assign or
sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its
redemption rights with respect to such shares in connection with the completion of the initial Business Combination, and (ii)
to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the
initial Business Combination within 12 months, or up to 18 months if the Company uses the one time option to extend the period
of time to consummate a Business Combination from the closing of the Initial Public Offering.
The
shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following
the commencement of sales of the offering pursuant to Rule 5110I(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110the(1),
these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in
the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date of
the registration statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated
for a period of 180 days immediately following the commencement of sales of the offering except as permitted by FINRA Rule 5110(e)(2).
Right
of First Refusal
On
May 27, 2021, subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the offering
and ending 12 months after the date of the consummation of a business combination, a right of first refusal to act as lead left
book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics,
for any and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s
successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of
more than three years from the commencement of sales of the Initial Public Offering.
Captura
Merger Agreement
On
August 10, 2022, the Company, Merger Sub 1, Original Sponsor, Captura and Geranen entered into the Captura Merger Agreement. Pursuant
to the Captura Merger Agreement, upon the closing of the business combination, the parties would effect the merger of Merger Sub
1 with and into the Captura, with the Captura continuing as the surviving entity, as a result of which all of the issued and outstanding
capital stock of the Captura shall be exchanged shares of the Class A common stock of the Company upon the terms set forth in
the Captura Merger Agreement.
On
October 13, 2022, the parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section
8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as
a result of the mutual decision to terminate the Captura Merger Agreement.
Majic
Merger Agreement
On
November 15, 2022, the Company entered into the Majic Merger Agreement with Merger Sub 1, Merger Sub 2, the Original Sponsor in
the capacity as the representative for the stockholders of the Company, Majic, and Jeffrey H. Coats, an individual, in the capacity
as the representative for the Majic stockholders.
On
February 3, 2023, the parties to the Majic Merger Agreement mutually terminated the Majic Merger Agreement pursuant to Section
8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as
a result of the mutual decision to terminate the Majic Merger Agreement.
Purchase
Agreement
On
March 13, 2023, the Company entered into the Purchase Agreement with the Original Sponsor and Sponsor pursuant to which Sponsor,
or an entity designated by the Sponsor, will purchase from the Original Sponsor 2,581,500 shares of Class B common stock of the
Company, par value $0.0001 per share and 5,869,880 Private Placement Warrants, each of which is exercisable to purchase one share
of Class A common stock of the Company, par value $0.0001 per share, for an aggregate purchase price of $1.00 (the “Purchase
Price”) payable at the time the Company effects a merger, share exchange, asset acquisition, share exchange, asset acquisition,
share purchase, recapitalization, reorganization, or business combination.
Pursuant
to the Purchase Agreement, the Sponsor has replaced the Company’s current directors and officers with directors and officers
of the Company selected in the Sponsor’s sole discretion. Joseph Adir, Michael Payne, Eric Blair, and Mitchell Gordon resigned
as directors of the Company, and Joseph Adir, Charles Baumgartner, Ofer Oz, and Ken Hickling resigned as officers of the Company.
Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan were appointed as directors of the Company. Suren Ajjarapu
was appointed Chief Executive Officer and Chairman of the Company, and Francis Knuettel II was appointed as the Company’s
Chief Financial Officer.
Pursuant
to the Purchase Agreement (a) Sponsor agreed to pay the Original Sponsor the Consideration, (b) the Sponsor agreed to convey to
Original Sponsor the PSA Shares, (c) the Sponsor agreed to convey to Original Sponsor the PSA Warrants, and (d) the Sponsor agreed
to (i) Adir’s Reimbursement, and (ii) pay Charles Baumgarner, Chief Financial Officer of the Initial Sponsor, $5,000 per
month during the transition period, which has been paid and satisfied as of the date hereof. The Purchase Agreement and change
in Company directors and officers are further described in the Form 8-K, filed by the Company on March 13, 2023.
Regentis
Merger Agreement
On
May 2, 2023, the Company, Merger Sub, and Regentis, entered into the Merger Agreement, pursuant to which, among other things,
Merger Sub will merge with and into Regentis, with Regentis continuing as the surviving entity after the Merger, as a result of
which Regentis will become a direct, wholly-owned subsidiary of the Company.
On
July 7, 2023, the Company and Regentis executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to
$96 million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee
to which it would be entitled upon consummation of the business combination.
Subscription
Agreement
On
May 23, 2023, the Company, the Investor, and Sponsor, entered into a Subscription Agreement, pursuant to which, the Sponsor was
seeking to raise the Initial Capital Contribution which will in turn be utilized by the Company to cover working capital expenses.
In consideration for the Initial Capital Contribution, the Company or Sponsor will issue 500,000 shares of Class A Company Stock
(as loan grant shares issuable to a third party in relation to such working capital bridge loan) to the Investor at the close
of the business combination as Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution,
or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions
or any other lock-up provisions, earn outs, or other contingencies.
On
October 24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to
provide a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor
will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor
Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may
elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other
lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be
repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all
repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.
Note
10 - Stockholders’ Deficit
Preferred
Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share.
As of March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.
Class
A common stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of Class A common stock are entitled to one vote for each share. As of March 31, 2024 and December 31, 2023,
there were 2,684,760 shares of Class A common stock issued or outstanding, excluding 812,715 shares of Class A common stock subject
to possible redemption classified as temporary equity.
Class
B common stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of the Class B common stock are entitled to one vote for each share of common stock. On March 31, 2024 and
December 31, 2023, there were no shares of Class B common stock issued and outstanding. As of September 5, 2023, all of Sponsor’s
Class B common stock was converted to Class A common stock.
On
June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment
Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and
hence 293,500 shares of Class B common stock were subsequently forfeited.
The
Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier
to occur of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the
Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders
having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees
will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares.
Notwithstanding the foregoing, if the closing price of the shares of 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 150 days after the initial Business Combination, the Founder Shares will no longer be subject
to the lock-up provisions.
Holders
of the Class A common stock vote together as a single class on all matters submitted to a vote of the Company’s stockholders,
with each share of common stock entitling the holder to one vote.
Note
11 - Subsequent Events
The Company
evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the condensed financial statements, except as noted below.
Extension
Payment to Trust Account
On
April 3, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from April 2, 2024 to May 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
May 1, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account
for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to
consummate its initial business combination by one month from May 2, 2024 to June 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
As
of the date of this Quarterly Report, the Company has exercised its right to extend the deadline to complete its initial business
combination twelve of twelve times by depositing or causing to be deposited into the Trust Account $30,000 for each such extension.
The current Business Combination deadline is June 2, 2024.
Amended
and Restated Satisfaction and Discharge of Indebtedness
Certain
holders of loans relating to the Extension Payments (the “Holder”) agreed that in lieu of collecting the full amount
of the Extension Payments at the closing of the Business Combination, each Holder shall defer the repayment of the amounts due
and payable to each Holder, to be repaid by the Post-Closing Company (from future capital raises, capped in the aggregate with
all other deferred amounts at twenty-five percent (25%) per capital raise); provided that, commencing six (6) months after the
closing of the Business Combination, the Post-Closing Company shall instead have the option to pay the amount owed each Holder
fifty percent (50%) in cash and fifty percent (50%) in stock in the Post- Closing Company, valued at a price of $4.00 per newly
issued share; any shares so issued shall be included by the Post-Closing Company in a resale registration statement to be filed
by the Company within 60 days after the issuance of such shares (unless such shares would already be tradeable without restriction
under Rule 144). Each Holder accepted the terms above and shall acknowledges the satisfaction and discharge of the amount contributed
to the Extension Payment upon final receipt of such cash and Post-Closing Company stock.
Over
the Counter Trading
As previously
disclosed, on April 24, 2024, the market maker for the common stock of the Company received approval from FINRA on the Form 211
to begin quoting the Company’s common stock over the counter under the ticker symbol “OTAC”, and the Company
resumed trading over the counter.
Equity
Line Purchase Agreement
In connection
with the Business Combination, the Company simultaneously disclosed that it planned to enter into an equity line purchase agreement
with an investor pursuant to which the Company will have the right to issue and sell to the investor, and the investor will commit
to purchase from the Company, up to $10 million in aggregate gross purchase price of newly issued fully paid shares of the Company’s
common stock. The Company expects to receive an advance under such agreement upon the closing of the Business Combination, and
to concurrently enter into a registration rights agreement with the investor, pursuant to which the Company will register the
resale of the shares of common stock sold pursuant to such agreement.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
All
of the defined terms above in Item 1 are incorporated herein by reference. The following discussion and analysis of the Company’s
financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial
statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
This
Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). We have based these forward-looking statements on our current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual
results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative
of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and
the financing thereof, and related matters, as well as all other statements other than statements of historical fact included
in this Form 10-Q. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except
as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
Overview
We
are a blank check company incorporated in Delaware on February 3, 2021, for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We are an emerging
growth company and, as such, are subject to all the risks associated with emerging growth companies.
Our
Original Sponsor was OceanTech Acquisitions I Sponsors LLC, a Delaware limited liability company. The registration statement for
the Initial Public Offering was declared effective on May 27, 2021. On June 2, 2021, we consummated our Initial Public Offering
of 10,000,000 Units, at $10.00 per Unit, generating gross proceeds of $100 million, and incurring offering costs (inclusive of
the partial exercise of the underwriter’s over-allotment option on June 17, 2021) of approximately $7.4 million, inclusive
of $2.1 million of underwriting discount and $3.6 million in deferred underwriting commissions. The underwriter was granted a
45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 1,500,000 additional
Over-Allotment Units to cover over-allotments, if any, at $10.00 per Unit. On June 17, 2021, the underwriter partially exercised
their over-allotment option to purchase an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds
of $3,260,000, and incurred $65,200 in cash underwriting fees. The underwriter waived its right to exercise the remaining over-allotment
option on June 21, 2021.
Simultaneously
with the closing of the Initial Public Offering, we consummated the Private Placement of 4,571,000 Private Placement Warrants,
of which 3,871,000 Private Placement Warrants were purchased by our Original Sponsor and 700,000 Private Placement Warrants were
purchased by Maxim, each exercisable to purchase one share of Common Stock at $11.50 per share, at a price of $1.00 per Private
Placement Warrant, generating gross proceeds to us of $4.6 million.
In
connection with the partial exercise of the underwriter’s over-allotment option, we sold an additional 97,800 Private Placement
Warrants, of which 74,980 Private Placement Warrants were purchased by our Original Sponsor and 22,820 Private Placement Warrants
were purchased by Maxim, at a price of $1.00 per Private Placement Warrant, generating additional gross proceeds of $0.1 million.
Upon
the closing of the Initial Public Offering and the Private Placement (including the additional Units and additional Private Placement
Warrants sold in connection with the partial exercise of the underwriter’s over-allotment option), $104,292,600 ($10.10
per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in
the Trust Account.
If
we are unable to complete an initial business combination by June 2, 2024, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the shares of Common
Stock, 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 (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding shares of Common Stock, which redemption will completely extinguish Public Stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the remaining stockholders and the board of directors, liquidate and dissolve, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law.
On
June 2, 2022, the Company caused to be deposited $1,548,900 into the Company’s Trust Account for its public stockholders,
representing $0.15 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by six months from June 2, 2022, to December 2, 2022. The extension was permitted under the Company’s governing
documents.
On
August 10, 2022, we, Merger Sub 1, and our Original Sponsor entered into the Captura Merger Agreement with Captura and Geranen.
Pursuant to the Captura Merger Agreement, upon the closing of the business combination, we would effect the merger of Merger Sub
1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and outstanding
capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set forth as
follows: Captura’s shareholders collectively would be entitled to receive from the Company, in the aggregate, a number of
Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which the Captura’s
net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the amount of Closing Net
Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses, provided that the
merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the closing in accordance
with the terms of the Captura Merger Agreement.
The
obligations of the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary
closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the respective
parties being true and correct subject to the materiality standards contained in the Captura Merger Agreement; (b) material compliance
by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Captura Merger
Agreement; (c) the approval by the Company’s stockholders of the business combination; (d) the approval by Captura’s
stockholders of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Captura Merger Agreement)
with respect to the Company or with respect to Captura since the effective date of the Captura Merger Agreement that is continuing
and uncured; (f) the election of the members of the post-closing board consistent with the provisions of the Captura Merger Agreement,
a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible
net assets upon the closing; (h) the entry into certain ancillary agreements as of the closing; (i) the lack of any notice or
communication from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; and
(j) the receipt of certain closing deliverables.
On
October 13, 2022, parties to the Captura Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Captura Merger
Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision
to terminate the Captura Merger Agreement.
On
November 15, 2022, we, Merger Sub 1, and our Original Sponsor entered into the Majic Merger Agreement with a second target, Majic,
and Merger Sub 2. Pursuant to the Majic Merger Agreement, subject to the terms and conditions set forth therein, upon the closing
of the business combination, we would effect the merger of Merger Sub 1 with and into Majic, with Majic continuing as the surviving
entity and a wholly-owned subsidiary of the Company as the first merger, and immediately following the first merger, effect the
merger of Majic, as the surviving entity of the first merger, with and into Merger Sub 2, with Merger Sub 2 continuing as the
surviving entity of the Second Merger. As a result of such mergers, all of the issued and outstanding capital stock of Majic would
be exchanged for shares of Class A common stock of the Company upon the terms set forth as follows: Majic’s shareholders
collectively would be entitled to receive from the Company, in the aggregate, (a) twenty million (20,000,000) shares of Company
Class A common stock as the closing merger consideration, subject to certain adjustments in the event that, during the period
after signing before the Closing, Majic issued equity or other securities for interim financing purposes; and (b) subject to certain
adjustments, terms and conditions set forth in the Majic Merger Agreement, for Majic’s stockholders other than the holders
of such interim financing shares, up to twenty million (20,000,000) shares of the Company Class A common stock as stockholder
earnout merger consideration. In addition, subject to certain adjustments, terms and conditions set forth in the Majic Merger
Agreement, (1) after closing, certain management members of Majic would be entitled to receive from the Company sixteen million
(16,000,000) shares of the Company Class A common stock, subject to the addition of bonus shares if the financial metrics of the
post-merger company exceed such financial target by 20%; and (2) after closing, the Original Sponsor would be entitled to four
million (4,000,000) shares of the Company Class A common stock. Such earnout consideration was subject to certain proration and
catch-up earnout provisions.
The
obligations of the parties to consummate the business combination was subject to the satisfaction or waiver of certain customary
closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the respective
parties being true and correct subject to the materiality standards contained in the Majic Merger Agreement; (b) material compliance
by the parties of their respective pre-closing covenants and agreements, subject to the standards contained in the Merger Agreement;
(c) the approval by the Company’s stockholders of the business combination; (d) the approval by Majic’s stockholders
of the business combination; (e) the absence of any Material Adverse Effect (as defined in the Majic Merger Agreement) with respect
to the Company or with respect to Majic since the effective date of the Majic Merger Agreement that is continuing and uncured;
(f) the election of the members of the post-closing board consistent with the provisions of the Majic Merger Agreement, a majority
of which are to be independent in accordance with the Nasdaq rules; (g) the Company having at least $5,000,001 in tangible net
assets upon the Closing; (h) the entry into certain ancillary agreements as of the closing; (i) the lack of any notice or communication
from, or position of, the SEC requiring the Company to amend or supplement the prospectus and proxy statement; (j) the shares
of Company Class A common stock issued as merger consideration being approved for listing on Nasdaq; the receipt of certain closing
deliverables; (k) evidence that Majic has terminated, extinguished and cancelled in fully any outstanding Majic’s convertible
securities or commitments; and (l) the Company having cash and cash equivalents, after giving effect to any stockholder redemptions,
proceeds from any PIPE investment, and net of the Company’s expenses, of at least $50,000,000.
On
February 3, 2023, the parties to the Majic Merger Agreement mutually terminated it pursuant to Section 8.1(a) of the Majic Merger
Agreement, effective immediately. Neither party was required to pay the other a termination fee as a result of the mutual decision
to terminate the Majic Merger Agreement. On November 29, 2022, we held a special meeting of stockholders of the Company. At such
special meeting, the Company’s stockholders approved an amendment to the charter to extend the date by which the Company
must consummate its initial business combination from December 2, 2022 to June 2, 2023, subject to the approval of the Board of
Directors of the Company, provided our Original Sponsor or its designees deposit into the Trust Account an amount equal to $0.067
per share for each public share or $125,000, prior to the commencement of each extension period. In connection with the extension
stockholders holding 8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the
funds in the Trust Account. As a result, approximately $87,541,322 (approximately $10.32 per share) was removed from the Trust
Account to pay such holders, leaving $19,088,228 post redemption.
On
December 1, 2022, the Company caused to be deposited $125,000 into or Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from December 2, 2022 to January 2, 2023.
On
December 30, 2022, the Company caused to be deposited $125,000 into our Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from January 2, 2023, to February 2, 2023.
On
February 2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from February 2, 2023, to March 2, 2023.
On
March 2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067
per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one
month from March 2, 2023, to April 2, 2023.
On
March 13, 2023, the Company’s sponsor changed from the Original Sponsor to Sponsor when Aspire agreed to acquire all of
the 2,581,500 shares of Class B common stock and 5,869,880 Private Placement Warrants from the Original Sponsor upon the closing
of an initial business combination.
On
March 31, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067
per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one
month from April 2, 2023, to May 2, 2023.
On
May 2, 2023, the Company, Merger Sub, and Regentis entered into the Merger Agreement, pursuant to which, among other things, Merger
Sub will merge with and into Regentis, with Regentis continuing as the surviving entity after the Merger, as a result of which
Regentis will become a direct, wholly-owned subsidiary of the Company.
On
May 2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067
per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one
month from May 2, 2023, to June 2, 2023.
On
May 18, 2023, the Company and Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in
favor of the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extensions,
up to an aggregate of $360,000. (See below regarding the current extensions exercised.)
On
May 30, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement
on Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At the special meeting, the Company stockholders
approved the Extension Amendment Proposal, and the Company promptly filed the amended charter following the stockholders’
approval of the Extension Amendment Proposal. Pursuant to the amended charter, the Company has the right to extend beyond the
Original Termination Date by up to 12, 1-month extensions through the Outside Date of June 2, 2024, the Outside Date, the date
by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or
similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete
a business combination, and (iii) unless the closing of the Company’s initial business combination shall have occurred,
redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Initial Public
Offering. In connection with each Extension, the Company or the Sponsor (or its affiliates or permitted designees) is required
to deposit into the Trust Account the Extension Payments, and the Sponsor made a non-interest bearing, unsecured loan to the Company
in the aggregate of $360,000 for payment of the Extension Payments.
Additionally,
at such special meeting, the stockholders of the Company approved the Trust Amendment Proposal. Upon approval of the Extension
Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company and the Trustee of the Trust
Account promptly entered into an amendment to the trust agreement to extend the termination date for an additional twelve months,
until June 2, 2024.
In connection with the voting on the Extension
Amendment Proposal and the Trust Amendment Proposal at the special meeting, Redeeming Stockholders exercised the right to redeem
their shares. On June 2, 2023, the Company made cash payments to the Redeeming Stockholders totalling $11,233,821, representing
approximately $10.84 per share. Following such payments to the Redeeming Stockholders, the Company’s Trust Account had a
balance of approximately $8,814,443. The Company’s remaining shares of Class A common stock outstanding were 812,715.
On
June 1, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
June 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
July 7, 2023, the Company and Regentis executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to
$96 million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee
to which it would be entitled upon consummation of the business combination.
On
July 10, 2023, the Company filed the initial Form S-4 with the SEC.
On
July 25, 2023, the Company received the Delisting Letter from Nasdaq that the Company had not regained compliance within 180 calendar
days (or until July 24, 2023) in accordance with the MVLS Requirement.
On
July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination
by requesting the Hearing to the Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series to stay the
suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision, and on such
date the Company requested the Hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00 p.m. Eastern Time on
August 1, 2023, as required in the Delisting Letter. The Hearing with the Panel was then scheduled for September 21, 2023.
On
July 28, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
August 8, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14(a) with the SEC for stockholders to approve the
Founder Share Amendment Proposal to amend the Existing OTEC Charter to provide for the right of the holders of Class B common
stock, par value $0.0001 per share, to convert such shares of Class B common stock into shares of Class A common stock, par value
$0.0001 per share, on a one-to-one basis at the election of such holders, rather than upon the closing of an initial business
combination. The Company then filed the Proxy Statement with the SEC, providing notice of a special meeting of stockholders to
be held on September 5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder Share Amendment Proposal,
in order to authorize the Company to regain compliance with the MVLS Requirement.
On
August 30, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023 (or such earlier
date as determined by OTEC’s board of directors unless extended).
On September 5, 2023, the Company held
a virtual special meeting of its stockholders following the notice provided by the Proxy Statement to amend the Existing OTEC Charter
for the Founder Share Amendment Proposal in order to authorize the Company to regain compliance with Nasdaq. Following approval
of the Founder Share Amendment Proposal by the Company’s stockholders, the Company promptly adopted and filed the related
amendment to the Existing OTEC Charter with the Secretary of State of the State of Delaware. Effective as of September 5, 2023,
the conversion of the Class B common stock to Class A common stock, resulted in the Company’s market value of securities
increasing approximately $28,706,280 in addition to the Company’s then-current market value of securities being approximately
$10,185,642, based on calculations utilizing the Company’s common stock closing price of $11.12 per share on August 28, 2023
to total approximately $38,891,922, above the required $35 million. The following ten consecutive business days after September
5, 2023, ended ahead of the Hearing.
On
September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.
As
previously disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, the Company received the Notification Letter
from Nasdaq stating that the Company currently does not meet the Public Holder Requirement and further stated that Nasdaq’s
Panel would consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq at the
Hearing already scheduled.
On
September 21, 2023, the Company attended the Hearing to discuss the Delisting Letter and Notification Letter with the Panel. At
the Hearing, the Company discussed its anticipated compliance with the Public Holder Requirement upon the closing of the Business
Combination pursuant to the Merger Agreement with Regentis and the Merger Sub. After the Hearing with Nasdaq, the Company provided
a chart listing each of the initial listing requirements and noted how it planned to meet each requirement, as requested by Nasdaq
at the Hearing.
On
September 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its
Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of
time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023 (or such earlier
date as determined by OTEC’s board of directors unless extended).
On
October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception
until January 2, 2024, subject to the following:
(1) |
On or before October
20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and |
(2) |
On or before January 2, 2024, OTEC shall complete
the Business Combination, and establish compliance with Listing Rule 5505. |
On
October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement.
On
October 12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement.
As such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement.
On
October 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from November 2, 2023 to December 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.
On
November 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from December 2, 2023 to January 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
December 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from January 2, 2024 to February 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
January 5, 2024, the Company received a notice from Nasdaq stating that because the Company had not held an annual meeting, it
was no longer in compliance with the continued listing requirements of Nasdaq. The Company responded that it was unable to hold
the annual meeting in accordance with the annual meeting requirement as the Company originally intended to close the Business
Combination prior to the end of 2023. In anticipation of Closing, the Company filed a definitive proxy statement/prospectus pursuant
to Rule 424(b)(3) under the Securities Act and Regulation 14A of the Securities Exchange Act on January 2, 2024 and scheduled
the special meeting for stockholders to vote on the Business Combination on February 9, 2024. If the Company were to hold an annual
meeting after such special meeting date, the stockholders of the Company would be asked to vote on items that are moot (for example,
the election of existing Company directors after approving at the special meeting the election of the directors to serve on the
Company’s board of directors post-Closing) or such stockholders may have already redeemed, which would likely cause stockholder
confusion and legal uncertainty as to the effect of the subsequent election of a different slate of directors who would not ultimately
be the slate of directors who would serve on the board of directors upon the Closing of the Business Combination. Because the
stockholders that may no longer even plan to be stockholders in connection with redeeming shares would be voting on a slate of
directors that were no longer going to be directors upon the Business Combination, we agreed that holding an annual meeting would
be moot and not in accordance with the intent of the annual meeting requirement. Additionally, the Company would be unable to
furnish to its stockholders an annual report as required by applicable SEC rules given the requirement to include audited financial
statements for 2023, which were not scheduled at that time to be available until after the completion of the Business Combination.
The Company provided stockholders with the Form S-4 and the proxy statement/prospectus mailed to stockholders, which contain the
audited financial statements of the Company and of Regentis for their 2022 fiscal years, and the unaudited interim financial statements
of the Company and of Regentis as of and for the fiscal period ended September 30, 2023, along with unaudited pro forma financial
statements for review by stockholders. Though the Company was not able to hold the annual meeting, the Company held special meetings
in 2023 and 2024. Additionally, upon Closing of the Business Combination, the surviving entity as the post-closing company will
be required to be in compliance with the annual meeting requirement by December 31, 2024, and the Post-Closing Company will hold
an annual meeting in 2024 in accordance with such requirement.
On
January 22, 2024, the Company received a notice from Nasdaq, providing that because the Company had not yet closed the Business
Combination, trading in the Company’s shares would be suspended at the open of business on January 24, 2024. On January
23, 2024, the Company submitted its payment and request for an appeal of such decision and the review by the Nasdaq Listing and
Hearing Review Council of such decision.
On
January 30, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from February 2, 2024 to March 2, 2024 (or such earlier date as
determined by OTEC’s board of directors unless extended).
On
February 5, 2024, the Company submitted its brief memorandum for the appeal, and on February 23, 2024, the Company received the
brief memorandum from the staff of Nasdaq to which it responded on March 1, 2024.
On
February 9, 2024, the Company held a Special Meeting of stockholders to approve among others, a proposal to approve and adopt
the Merger Agreement. In connection with the Special Meeting, OTEC stockholders holding 800,312 shares of OTEC class A common
stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. The trustee’s
preliminary calculations are that approximately $9,227,597 (approximately $11.53 per Public Share) would be removed from the Trust
Account to pay such holders upon completion of the merger. These amounts might be subject to reversals and adjustments through
the date of the completion of the merger.
On
March 4, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from March 2, 2024 to April 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
The
Company received another request from the staff of Nasdaq on March 11, 2024, requesting additional information on remaining items
required prior to the closing of the Business Combination, to which the Company responded with the remaining closing conditions
in process on March 15, 2024.
Subsequent
Events
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed
financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required
adjustment or disclosure in the condensed financial statements, except as noted below.
Extension
Payment to Trust Account
On
April 3, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from April 2, 2024 to May 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
May 1, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account
for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to
consummate its initial business combination by one month from May 2, 2024 to June 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
As
of the date of this Quarterly Report, the Company has exercised its right to extend the deadline to complete its initial business
combination twelve of twelve times by depositing or causing to be deposited into the Trust Account $30,000 for each such extension.
The current Business Combination deadline is June 2, 2024.
Amended
and Restated Satisfaction and Discharge of Indebtedness
Certain
holders of loans relating to the Extension Payments (the “Holder”) agreed that in lieu of collecting the full amount
of the Extension Payments at the closing of the Business Combination, each Holder shall defer the repayment of the amounts due
and payable to each Holder, to be repaid by the Post-Closing Company (from future capital raises, capped in the aggregate with
all other deferred amounts at twenty-five percent (25%) per capital raise); provided that, commencing six (6) months after the
closing of the Business Combination, the Post-Closing Company shall instead have the option to pay the amount owed each Holder
fifty percent (50%) in cash and fifty percent (50%) in stock in the Post- Closing Company, valued at a price of $4.00 per newly
issued share; any shares so issued shall be included by the Post-Closing Company in a resale registration statement to be filed
by the Company within 60 days after the issuance of such shares (unless such shares would already be tradeable without restriction
under Rule 144). Each Holder accepted the terms above and shall acknowledges the satisfaction and discharge of the amount contributed
to the Extension Payment upon final receipt of such cash and Post-Closing Company stock.
Over
the Counter Trading
As
previously disclosed, on April 24, 2024, the market maker for the common stock of the Company received approval from FINRA on
the Form 211 to begin quoting the Company’s common stock over the counter under the ticker symbol “OTAC”, and
the Company resumed trading over the counter. In connection with the Business Combination, the Company simultaneously disclosed
that it planned to enter into an equity line purchase agreement with an investor pursuant to which the Company will have the right
to issue and sell to the investor, and the investor will commit to purchase from the Company, up to $10 million in aggregate gross
purchase price of newly issued fully paid shares of the Company’s common stock. The Company expects to receive an advance
under such agreement upon the closing of the Business Combination, and to concurrently enter into a registration rights agreement
with the investor, pursuant to which the Company will register the resale of the shares of common stock sold pursuant to such
agreement.
Results
of Operations
Our
entire activity since inception was in preparation for our Initial Public Offering, and since our Initial Public Offering, our
activity has been limited to the search for a prospective initial business combination. We will not generate any operating revenues
until the closing and completion of the Business Combination, at the earliest.
For
the three months ended March 31, 2024, we had net loss of $1,603,321, largely driven by operating costs of $711,824, provision
for income taxes of $9,563, interest expense of $49,244, and change in fair value of warrant liabilities of $909,903, offset by
interest income of $77,213.
For
the three months ended March 31, 2023, we had net loss of $1,052,192, largely driven by change in fair value of warrant liability
of $330,873 and $464,054 in formation and operating costs, as well as finance costs related to transfer of Sponsor shares to Aspire
of $464,054, offset by interest income of $207,405.
Liquidity
and Going Concern
On
March 31, 2024, we had cash of $17,183 and a working capital deficit of $6,083,979.
Our liquidity needs up to March 31, 2024,
were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (see Note 5), loans from related party and outside
investors with amounts outstanding totalling $1,829,539 and $1,729,539, as of March 31, 2024 and December 31, 2023, respectively,
and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust
account Trust Account.
As
of March 31, 2024, we had cash in the Trust Account of $9,296,616. We intend to use substantially all of the funds held in the
Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions)
to complete the Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used,
in whole or in part, as consideration to complete the Business Combination.
Until
the consummation of the Business Combination, we will be using the funds not held in the Trust Account for identifying and evaluating
prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. We will need
to raise additional capital through loans or additional investments from Sponsor, stockholders, officers, directors, or third
parties. Our Sponsor, officers and directors may, but are not obligated to, loan our funds from time to time or at any time, in
whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able
to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to
conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a
potential transaction, and reducing overhead expenses.
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards
Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial
Statements—Going Concern, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses or entities on or before June 2, 2024. The Company entered into a definitive merger/business combination agreement
with a business combination target on May 2, 2023; however, the completion of this transaction is subject to the approval of the
Company’s stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals,
satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction
prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and
fund operations for any period of time after June 2, 2024, in the event that it is unable to complete a business combination by
that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern for the next
twelve months from the issuance of these statements. Management’s plans with regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue
as a going concern. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds
from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s
working capital.
Off-Balance
Sheet Financing Arrangements
We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2024. We
do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred
to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any
debt or commitments of other entities, or purchased any non-financial assets.
Contractual
Obligations
Registration
Rights
The
holders of Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans,
if any (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued
upon conversion of Working Capital Loans and upon conversion of the Founder Shares), are entitled to certain registration rights
pursuant to a registration rights agreement. These holders will be entitled to certain demand and “piggyback” registration
rights. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement and Amendment
The
underwriter was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial
exercise by the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. $3,614,100 in the
aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), will be payable to the underwriter
for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust
Account solely in the event that we complete an initial business combination, subject to the terms of the Underwriting Agreement.
On
December 15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties
have agreed to amend the Underwriting Agreement as follows: (i) The Company and Maxim mutually agreed that the rights of first
refusal be deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter
in any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates
a business combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business
combination as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been
limited to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim
agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of
Maxim. For the sake of clarity, all right and obligations relating to underwriting fees (including but not limited to deferred
underwriting commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities
in the accompanying unaudited condensed consolidated balance sheets on March 31, 2024 and December 31, 2023.
Critical
Accounting Estimates
The
preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those estimates.
We
consider an accounting estimate to be critical if (i) the accounting estimate requires to make assumptions about matters that
were highly uncertain at the time when the accounting estimate was made; and (ii) changes in the estimate that are reasonably
likely to occur from period to period or use of different estimates that we reasonably could have used in the current period,
would have a material amount on our financial condition or results of operations. We have identified management inputs used in
the calculation of Company’s warrant liabilities and class A shares as critical accounting estimates. There are other items
in our financial statements that require estimation but are not deemed to be critical, as defined above.:
Offering
Costs
Offering
costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred,
presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated
with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion
of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation
is not reasonably expected to require the use of current assets or require the creation of current liabilities.
In
connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued Class B
common stock from the Founder Shares to the investors who participated in the offering. The fair value of the Founder Shares was
determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost
was be allocated to the only financial instruments issued, which were private placement warrants. Offering costs allocated to
derivative warrant liabilities are expensed as incurred in the statement of operations.
Net
(Loss) Income Per Common Stock
The Company complies with accounting and
disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are
referred to as redeemable common stock and non-redeemable common stock. Income and losses are shared pro rata between the two classes
of shares. Net (loss) income per common stock is calculated by dividing the net (loss) income by the weighted average shares of
common stock outstanding for the respective period.
The calculation of diluted net (loss) income
does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the Private Placement
Warrants to purchase an aggregate of 16,543,700 shares for the three months ended March 31, 2024 and March 31, 2023 of Class A
common stock subject to possible redemption in the calculation of diluted (loss) income per share, because they are contingent
on future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net (loss) income
per share is the same as basic net (loss) income per share for the three months ended March 31, 2024 and March 31, 2023. Remeasurement
associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair
value.
JOBS
Act
The
Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS
Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly
traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply
with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. As a result, the consolidated financial statements may not be comparable to companies that comply with new or
revised accounting pronouncements as of public company effective dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.
Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on
such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system
of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may
be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)
comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s
report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis)
and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance
and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five
years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,”
whichever is earlier.
Corporate
Opportunities
Article
X of the Existing OTEC Charter provides that, to the extent allowed by law, the doctrine of corporate opportunity, or any other
analogous doctrine, shall not apply with respect to OTEC or any of its officers or directors, or any of their respective affiliates,
in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations
they may have as of the date of the Existing OTEC Charter or in the future, and OTEC renounces any expectancy that any of the
directors or officers of OTEC will offer any such corporate opportunity of which he or she may become aware to OTEC, except, the
doctrine of corporate opportunity shall apply with respect to any of the directors or officers of OTEC with respect to a corporate
opportunity that was offered to such person solely in his or her capacity as a director or officer of OTEC and (i) such opportunity
is one OTEC is legally and contractually permitted to undertake and would otherwise be reasonable for OTEC to pursue and (ii)
the director or officer is permitted to refer that opportunity to OTEC without violating any legal obligation. The fact that we
have such provisions in our Existing OTEC Charter waiving the corporate opportunities doctrine on an ongoing basis means that
OTEC’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities
to OTEC.
Although
the provisions of Article X of the Existing OTEC Charter exempt OTEC and its officers and directors from appliable corporate opportunity
doctrines, OTEC and its officers and directors have nonetheless acted within the parameters of such applicable doctrines since
OTEC’s inception, including during all activities related to the OTEC IPO and the Business Combination. Further, OTEC’s
officers and directors do not hold positions nor devote their time to any other special purpose acquisition companies that would
have competing interests with those of OTEC. The potential conflict of interest relating to the waiver of the corporate opportunities
doctrine in our Existing OTEC Charter did not, to our knowledge, impact our search for an acquisition target or prevent us from
reviewing any opportunities as a result of such waiver.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our chief executive officer and chief financial officer,
we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter
ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation,
our Certifying Officers concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective, due to
the material weaknesses in our internal control over financial reporting for the following:
● | Controls
over the identification, accounting and reporting for complex financial instruments;
and |
● | Controls
over the protection of funds permitted for withdrawal from the trust, including both
the timely payment of income and other tax liabilities and ineffective oversight by the
board relating to the Company recurring non-compliance with an investment management
trust agreement. |
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls
and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the
fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent
limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute
assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls
and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting that occurred during the quarter ended as of March 31, 2024, covered
by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
Item
6. Exhibits.
Exhibit
Number |
|
Description |
1.1* |
|
Underwriting
Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as representatives of the
several underwriters (incorporated by reference as Exhibit 1.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the
SEC on June 3, 2021). |
1.2* |
|
Amendment
of Underwriting Agreement, dated December 15, 2021, by and between OceanTech Acquisitions I Corp. and Maxim Group LLC, as
representatives of the several underwriters (incorporated by reference as Exhibit 1.2 of Form S-4 filed by OceanTech Acquisitions
I Corp. with the SEC on September 13, 2023). |
2.1*† |
|
Agreement
and Plan of Merger, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., and
R.B. Merger Sub Ltd. (incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023). |
2.2* |
|
Amendment
No. 1 to Agreement and Plan of Merger, dated July 7, 2023, by and among OceanTech Acquisitions I Corp., R.B. Merger Sub Ltd.
and Regentis Biomaterials Ltd. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp.
with the SEC on July 10, 2023). |
3.1* |
|
Amended
and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. dated May 27, 2021 (incorporated by reference
as Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021). |
3.2* |
|
Amendment
to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference from
Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on December 2, 2022). |
3.3* |
|
Second
Amendment to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference
from Exhibit 3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on May 30, 2023). |
3.4* |
|
Amendment
to the Amended and Restated Certificate of Incorporation of OceanTech Acquisitions I Corp. (incorporated by reference as Exhibit
3.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on September 6, 2023). |
3.5* |
|
By
Laws of OceanTech Acquisitions I (incorporated by reference from Exhibit 3.3 of Form S-1 filed by OceanTech Acquisitions I
Corp. with the SEC on April 9, 2021). |
4.1* |
|
Warrant
Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech Acquisitions I
Corp. (incorporated by reference as Exhibit 4.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3,
2021). |
4.2* |
|
Subscription
Agreement, dated May 23, 2023, between OceanTech Acquisitions I Corp., Aspire Acquisition LLC and Polar Multi-Strategy Master
Fund. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on December
29, 2023). |
4.3* |
|
Subscription
Agreement, dated October 24, 2023, between OceanTech Acquisitions I Corp., Aspire Acquisition LLC and Polar Multi-Strategy
Master Fund. (incorporated by reference as Exhibit 2.2 of Form S-4 filed by OceanTech Acquisitions I Corp. with the SEC on
December 29, 2023). |
10.1* |
|
Investment
Management Trust Agreement, dated May 27, 2021, by and between Continental Stock Transfer & Trust Company and OceanTech
Acquisitions I Corp. (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the
SEC on June 3, 2021). |
10.2* |
|
Voting
Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd. and certain shareholders
of Regentis party thereto. Incorporated by reference on the Company’s Current Form 8-K filed on May 8, 2023). |
10.3* |
|
Registration
Rights Agreement, dated May 27, 2021, by and among OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors LLC
(incorporated by reference as Exhibit 10.2 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3, 2021) |
10.4* |
|
Sponsor
Support Agreement, dated as of May 2, 2023, by and among OceanTech Acquisitions I Corp., Regentis Biomaterials Ltd., Aspire
Acquisition LLC and certain individuals party thereto (CORRECTED)(incorporated by reference as Exhibit 2.2 of Form S-4 filed
by OceanTech Acquisitions I Corp. with the SEC on July 10, 2023). |
10.5* |
|
Letter
Agreement, dated May 27, 2021, by and among OceanTech Acquisitions I Corp., its officers and directors and OceanTech Acquisitions
I Sponsors LLC (incorporated by reference as Exhibit 10.3 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC
on June 3, 2021) |
10.6* |
|
Private
Placement Warrants Purchase Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and OceanTech Acquisitions
I Sponsors LLC (incorporated by reference as Exhibit 10.4 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC
on June 3, 2021) |
10.7* |
|
Administrative
Support Agreement, dated May 27, 2021, by and between OceanTech Acquisitions I Corp. and OceanTech Acquisitions I Sponsors
LLC (incorporated by reference as Exhibit 10.5 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC on June 3,
2021) |
10.8* |
|
Purchase
Agreement, dated as of March 13, 2023, by and among OceanTech Acquisitions I Corp., Aspire Acquisition LLC and OceanTech Acquisitions
I Sponsors LLC (incorporated by reference as Exhibit 10.1 of Form 8-K filed by OceanTech Acquisitions I Corp. with the SEC
on March 13, 2023) |
10.9* |
|
Securities
Subscription Agreement, dated February 14, 2021, between the Company and the Original Sponsor (incorporated by reference as
Exhibit 10.5 of Form S-1 filed by OceanTech Acquisitions I Corp. with the SEC on April 9, 2021). |
31.1** |
|
Certification of Principal Executive
Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant
to Section 302 of the Sarbanes Oxley Act of 2002. |
31.2** |
|
Certification of Principal Financial
Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant
to Section 302 of the Sarbanes Oxley Act of 2002. |
32.1*** |
|
Certification of Principal Executive
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
32.2*** |
|
Certification of Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
101.INS |
|
Inline XBRL Instance
Document |
101.SCH |
|
Inline XBRL Taxonomy
Extension Schema Document |
101.CAL |
|
Inline XBRL Taxonomy
Extension Calculation Linkbase Document |
101.DEF |
|
Inline XBRL Taxonomy
Extension Definition Linkbase Document |
101.LAB |
|
Inline XBRL Taxonomy
Extension Label Linkbase Document |
101.PRE |
|
Inline XBRL Taxonomy
Extension Presentation Linkbase Document |
104 |
|
Cover Page Interactive Data File (Embedded within
the Inline XBRL document and included in Exhibit) |
* |
Previously filed. |
** |
Filed herewith. |
*** |
Furnished herewith. |
† |
Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized on this 28th day of May, 2024.
|
OCEANTECH
ACQUISITIONS I CORP. |
|
|
|
|
By: |
/s/
Suren Ajjarapu |
|
Name: |
Suren
Ajjarapu |
|
Title: |
Chief
Executive Officer
(Principal Executive Officer) |
|
|
|
|
By: |
/s/
Francis Knuettel II |
|
Name: |
Francis
Knuettel II |
|
Title: |
Chief
Financial Officer
(Principal Financial Officer) |
Exhibit
31.1
CERTIFICATIONS
I,
Suren Ajjarapu, certify that:
| 1. | I
have reviewed this Quarterly Report on Form 10-Q of OceanTech Acquisitions I Corp. for the quarter ended March 31, 2024; |
| 2. | Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
| 3. | Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report; |
| 4. | The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
| b) | Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
| d) | Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions): |
| (a) | All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
| (b) | Any
fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting. |
Date:
May 28, 2024
|
|
|
/s/
Suren Ajjarapu |
|
Suren Ajjarapu |
|
Chief Executive Officer |
|
(Principal Executive
Officer) |
Exhibit
31.2
CERTIFICATIONS
I,
Francis Knuettel II, certify that:
| 1. | I
have reviewed this Quarterly Report on Form 10-Q of OceanTech Acquisitions I Corp. for the quarter ended March 31, 2024; |
| 2. | Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
| 3. | Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented
in this report; |
| 4. | The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
| b) | Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and |
| d) | Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions): |
| (a) | All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and |
| (b) | Any
fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting. |
Date: May
28, 2024 |
|
|
|
|
|
|
By: |
/s/
Francis Knuettel II |
|
|
Francis Knuettel II |
|
|
Chief Financial Officer |
|
|
(Principal Financial
and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
In connection
with the Quarterly Report of OceanTech Acquisitions I Corp. (the “Company”) on Form 10-Q for the quarterly period
ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Suren Ajjarapu, Chief
Executive Officers of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act
of 2002, that, to my knowledge:
| 1. | The Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of
and for the period covered by the Report. |
Date: May 28, 2024 |
|
|
|
|
/s/ Suren Ajjarapu |
|
Suren Ajjarapu |
|
Chief Executive Officer |
|
(Principal Executive Officer) |
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADDED BY
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of OceanTech Acquisitions I Corp. (the “Company”) on Form 10-Q for the quarterly
period ended March 31, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, Francis Knuettel
II, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley
Act of 2002, that, to my knowledge:
| 1. | The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The
information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company as of and for the period covered by the Report. |
Date: May
28, 2024 |
|
|
|
|
|
|
By: |
/s/
Francis Knuettel II |
|
|
Francis Knuettel II |
|
|
Chief Financial Officer |
|
|
(Principal Financial
and Accounting Officer) |
v3.24.1.1.u2
Cover - shares
|
3 Months Ended |
|
Mar. 31, 2024 |
May 28, 2024 |
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Document Period End Date |
Mar. 31, 2024
|
|
Document Fiscal Period Focus |
Q1
|
|
Document Fiscal Year Focus |
2024
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-40450
|
|
Entity Registrant Name |
OceanTech
Acquisitions I Corp.
|
|
Entity Central Index Key |
0001846809
|
|
Entity Tax Identification Number |
85-2122558
|
|
Entity Incorporation, State or Country Code |
DE
|
|
Entity Address, Address Line One |
515
Madison Avenue
|
|
Entity Address, Address Line Two |
8th Floor - Suite 8133
|
|
Entity Address, City or Town |
New
York
|
|
Entity Address, State or Province |
NY
|
|
Entity Address, Postal Zip Code |
10022
|
|
City Area Code |
(929)
|
|
Local Phone Number |
412-1272
|
|
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
|
|
Elected Not To Use the Extended Transition Period |
false
|
|
Entity Shell Company |
true
|
|
Entity Common Stock, Shares Outstanding |
|
3,497,475
|
Units Each Consisting of One Share Of Class Common Stock and One Redeemable Warrant [Member] |
|
|
Title of 12(b) Security |
Units,
each consisting of one share of Class A common stock and one redeemable warrant
|
|
Trading Symbol |
OTECU
|
|
Security Exchange Name |
NASDAQ
|
|
Class Common Stock Par Value 0.0001 Per Share [Member] |
|
|
Title of 12(b) Security |
Class
A common stock, par value $0.0001 per share
|
|
Trading Symbol |
OTEC
|
|
Security Exchange Name |
NASDAQ
|
|
Warrants Each Warrant Exercisable For One Share Of Class Common Stock For 11.50 Per Share [Member] |
|
|
Title of 12(b) Security |
Warrants,
each warrant exercisable for one share of Class A common stock for $11.50 per share
|
|
Trading Symbol |
OTECW
|
|
Security Exchange Name |
NASDAQ
|
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v3.24.1.1.u2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
ASSETS: |
|
|
Cash |
$ 17,183
|
$ 101,174
|
Total current assets |
17,183
|
101,174
|
Investments held in Trust Account |
9,296,616
|
9,287,900
|
TOTAL ASSETS |
9,313,799
|
9,389,074
|
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT: |
|
|
Accounts payable and accrued expenses |
3,692,805
|
3,233,469
|
Income tax payable |
72,958
|
63,395
|
Excise tax payable |
112,338
|
112,338
|
Promissory notes |
1,347,355
|
1,203,961
|
Promissory notes – related party |
448,039
|
448,039
|
Due to related parties |
427,667
|
427,667
|
Total current liabilities |
6,101,162
|
5,488,869
|
Other long-term liabilities |
2,000,000
|
2,000,000
|
Deferred underwriting commissions |
3,614,100
|
3,614,100
|
Warrant liabilities |
1,240,775
|
330,872
|
Total Liabilities |
12,956,037
|
11,433,841
|
Stockholders’ Deficit: |
|
|
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding |
|
|
Additional paid-in capital |
1,455,340
|
1,549,028
|
Accumulated deficit |
(14,569,443)
|
(12,966,122)
|
Total Stockholders’ Deficit |
(13,113,834)
|
(11,416,825)
|
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT |
9,313,799
|
9,389,074
|
Common Class A Subject to Redemption [Member] |
|
|
Redeemable Common Stock |
|
|
Class A common stock subject to possible redemption |
9,471,596
|
9,372,058
|
Stockholders’ Deficit: |
|
|
Common stock, value |
269
|
269
|
Common Class B [Member] |
|
|
Stockholders’ Deficit: |
|
|
Common stock, value |
|
|
Total Stockholders’ Deficit |
|
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v3.24.1.1.u2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Class A common stock subject to possible redemption |
812,715
|
812,715
|
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
|
Common Class A Subject to Redemption [Member] |
|
|
Class A common stock subject to possible redemption |
812,715
|
812,715
|
Class A common stock subject to possible redemption |
$ 11.65
|
$ 11.53
|
Common Class A [Member] |
|
|
Common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
100,000,000
|
100,000,000
|
Common stock, shares issued |
2,684,760
|
2,684,760
|
Common stock, shares issued |
2,684,760
|
2,684,760
|
Common Class B [Member] |
|
|
Common stock, par value (in dollars per share) |
$ 0.0001
|
$ 0.0001
|
Common stock, shares authorized |
10,000,000
|
10,000,000
|
Common stock, shares issued |
0
|
0
|
Common stock, shares issued |
0
|
0
|
X |
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v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Income Statement [Abstract] |
|
|
Operating and formation costs |
$ 711,824
|
$ 464,054
|
Loss from operations |
(711,824)
|
(464,054)
|
other income/(expenses) |
|
|
Interest earned on investments in trust |
77,213
|
207,405
|
Interest expense |
(49,244)
|
|
Finance transaction costs |
|
(464,670)
|
Change in fair value of warrants |
(909,903)
|
(330,873)
|
Total other expense, net |
(881,934)
|
(588,138)
|
Loss before taxes |
(1,593,758)
|
(1,052,192)
|
Provision for income taxes |
(9,563)
|
|
Net loss |
$ (1,603,321)
|
$ (1,052,192)
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
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v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (Parenthetical) - $ / shares
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Common Class A Subject to Redemption [Member] |
|
|
Basic weighted average shares outstanding |
812,715
|
1,848,503
|
Diluted weighted average shares outstanding |
812,715
|
1,848,503
|
Basic net income per common stock |
$ (0.46)
|
$ (0.23)
|
Diluted net income per common stock |
$ (0.46)
|
$ (0.23)
|
Common Share Not Subject Redemption [Member] |
|
|
Basic weighted average shares outstanding |
2,684,760
|
2,684,760
|
Diluted weighted average shares outstanding |
2,684,760
|
2,684,760
|
Basic net income per common stock |
$ 0.46
|
$ 0.23
|
Diluted net income per common stock |
$ 0.46
|
$ 0.23
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
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v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($)
|
Common Class A [Member] |
Common Class B [Member] |
Additional Paid-in Capital [Member] |
AOCI Attributable to Parent [Member] |
Total |
Beginning balance, value at Dec. 31, 2022 |
$ 10
|
$ 259
|
$ 2,248,291
|
$ (10,723,604)
|
$ (8,475,044)
|
Balance at the begining (in shares) at Dec. 31, 2022 |
103,260
|
2,581,500
|
|
|
|
Overdraw of Trust Assets Payable to Trust by Sponsor |
|
|
|
|
|
Remeasurement of Class A common stock to redemption value |
|
|
(532,405)
|
|
(532,405)
|
Net loss |
|
|
|
(1,052,192)
|
(1,052,192)
|
Contribution related to financing costs attributed to Aspire Securities Purchase Agreement |
|
|
464,670
|
|
464,670
|
Ending balance, value at Mar. 31, 2023 |
$ 10
|
$ 259
|
2,180,556
|
(11,775,796)
|
(9,594,971)
|
Balance at the ending (in shares) at Mar. 31, 2023 |
103,260
|
2,581,500
|
|
|
|
Beginning balance, value at Dec. 31, 2023 |
$ 269
|
|
1,549,028
|
(12,966,122)
|
(11,416,825)
|
Balance at the begining (in shares) at Dec. 31, 2023 |
2,684,760
|
|
|
|
|
Fair value of Class A common shares to be transferred under promissory note |
|
|
5,850
|
|
5,850
|
Overdraw of Trust Assets Payable to Trust by Sponsor |
|
|
(90,822)
|
|
(90,822)
|
Remeasurement of Class A common stock to redemption value |
|
|
(8,716)
|
|
(8,716)
|
Net loss |
|
|
|
(1,603,321)
|
(1,603,321)
|
Ending balance, value at Mar. 31, 2024 |
$ 269
|
|
$ 1,455,340
|
$ (14,569,443)
|
$ (13,113,834)
|
Balance at the ending (in shares) at Mar. 31, 2024 |
2,684,760
|
|
|
|
|
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v3.24.1.1.u2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Cash Flows from Operating Activities: |
|
|
Net loss |
$ (1,603,321)
|
$ (1,052,192)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Interest earned on investments in trust |
(77,213)
|
(207,405)
|
Non-cash interest expense |
49,244
|
|
Change in fair value of warrants |
909,903
|
330,873
|
Finance transaction cost |
|
464,670
|
Changes in operating assets and liabilities: |
|
|
Prepaid assets |
|
179
|
Accounts payable and accrued expenses |
459,336
|
362,907
|
Income tax payable |
9,563
|
|
Due to related party |
|
30,000
|
Net cash used in operating activities |
(252,488)
|
(70,968)
|
Cash Flows from Investing Activities: |
|
|
Extension Contributions to Trust Account |
(60,000)
|
(375,000)
|
Cash withdrawn from Trust Account for taxes |
128,497
|
|
Net cash provided by (used in) investing activities |
68,497
|
(375,000)
|
Cash Flows from Financing Activities: |
|
|
Proceeds from issuance of promissory notes |
100,000
|
301,500
|
Proceeds from issuance of promissory note to related party |
|
125,000
|
Net cash provided by financing activities |
100,000
|
426,500
|
Net Change in Cash |
(83,991)
|
(19,468)
|
Cash – Beginning |
101,174
|
35,806
|
Cash – Ending |
17,183
|
16,338
|
Supplemental Disclosure of Non-cash Financing Activities: |
|
|
Debt discount recognized for the fair value of Class A common stock to be transferred under promissory note |
5,850
|
|
Overdraw of trust assets payable to trust by Sponsor |
90,822
|
|
Remeasurement of Class A common stock to redemption value |
$ 8,716
|
$ 532,405
|
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v3.24.1.1.u2
Description of Organization and Business Operations
|
3 Months Ended |
Mar. 31, 2024 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Description of Organization and Business Operations |
Note
1 - Description of Organization and Business Operations
OceanTech
Acquisitions I Corp. (the “Company”) is a blank check company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
As
of March 31, 2024, the Company had not commenced any operations. All activity for the period from February 3, 2021 (inception)
through March 31, 2024, relates to the Company’s formation and the public offering consummated on June 2, 2021 (the “Initial
Public Offering”), and, since the closing of the Initial Public Offering, a search for a business combination candidate.
The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest.
The Company will generate non-operating income in the form of interest income on both cash from the proceeds derived from the
Initial Public Offering and investments held in trust.
The
Company’s original sponsor was OceanTech Acquisitions I Sponsors, LLC (the “Original Sponsor”). On March 13,
2023, the Company’s sponsor changed to Aspire Acquisition LLC, a Delaware limited liability company (“Aspire”
or the “Sponsor”) when Aspire acquired all of the Class B common stock and Private Placement Warrants from the Original
Sponsor. As part of this transaction, Aspire assumed ownership of all agreements and obligations of the Original Sponsor, and
agreed to the terms of the Purchase Agreement (as defined herein).
On
September 5, 2023, as further described below, all of Sponsor’s Class B common stock was converted to Class A common stock.
Financing
The
registration statement for the Company’s Initial Public Offering was declared effective on May 27, 2021 (the “Effective
Date”). On June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 units (the “Units”
and, with respect to the Class A common stock included in the Units, the “Common Stock”) at a price of $10.00 per
Unit, generating gross proceeds to the Company of $100,000,000, which is discussed in Note 3.
Simultaneously
with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement
sale (“Private Placement”) of an aggregate 4,571,000 warrants (“Private Placement Warrants”), of which
Private Placement Warrants were purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased
by Maxim Group LLC and/or its designees (“Maxim”), at a price of $1.00 per Private Placement Warrant, generating total
proceeds of $4,571,000.
Transaction
costs of the Initial Public Offering amounted to $7,482,451 consisting of $2,065,200 of underwriting discount, $3,614,100 of deferred
underwriting discount, $1,033,633 in fair value of representative shares issued and $769,518 of other offering costs. Of the transaction
costs, $690,542 were charged to operations for the portion related to warrants and $6,791,909 were included as offering costs
and charged against equity.
The
Company granted the underwriter in the Initial Public Offering a 45-day option to purchase up to 1,500,000 additional Units to
cover over-allotments, if any. On June 17, 2021, the underwriter partially exercised the over-allotment option to purchase 326,000
additional Units (the “Over-Allotment Units”), generating an aggregate of gross proceeds of $3,260,000, and incurred
$65,200 in cash underwriting fees.
On
June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price
of $1.00 per warrant and transfer of 1,200,000 of Original Sponsor’s Class B common stock. Proceeds of the offering were
deposited in the Company’s Trust Account for its public stockholders, representing $0.15 per public share, allowing the
Company to extend the period of time it has to consummate its initial business combination (an “Extension”) by six
months from June 2, 2022, to December 2, 2022. The Extension is permitted under the Company’s governing documents.
On
August 10, 2022, the Company, OceanTech Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger
Sub 1”), and the Original Sponsor, entered into a definitive Agreement and Plan of Merger (the “Captura Merger Agreement”)
with Captura Biopharma, Inc., a Delaware corporation (“Captura”) and Michael Geranen, as seller representative (“Geranen”).
Pursuant to the Captura Merger Agreement, upon the closing of the business combination, the Company would effect the merger of
Merger Sub 1 with and into Captura, with Captura continuing as the surviving entity, as a result of which all of the issued and
outstanding capital stock of Captura would be exchanged for shares of the Class A common stock of the Company upon the terms set
forth as follows: Captura’s shareholders collectively shall be entitled to receive from the Company, in the aggregate, a
number of Company’s securities with an aggregate value equal to (a) $200,000,000 minus (b) the amount, if any, by which
the Captura’s net working capital amount exceeds the net working capital amount (but not less than zero), minus (c) the
amount of Closing Net Indebtedness (as defined in the Captura Merger Agreement) minus (d) the amount of any transaction expenses,
provided that the merger consideration otherwise payable to the Captura’s shareholders is subject to adjustment after the
Closing in accordance with the terms of the Merger Agreement.
The
obligations of the parties to consummate such business combination was subject to the satisfaction or waiver of certain customary
closing conditions of the respective parties, including, without limitation: (a) the representations and warranties of the Company,
Merger Sub 1 and Captura being true and correct subject to the materiality standards contained in the Captura Merger Agreement;
(b) material compliance by such parties of their respective pre-closing covenants and agreements, subject to the standards contained
in the Captura Merger Agreement; (c) the approval by the Company’s stockholders of such business combination; (d) the approval
by the Captura’s stockholders of such business combination; I the absence of any Material Adverse Effect (as defined in
the Captura Merger Agreement) with respect to the Company or with respect to Captura since the effective date of the Captura Merger
Agreement that is continuing and uncured; (f) the election of the members of the post-closing board consistent with the provisions
of the Captura Merger Agreement, a majority of which are to be independent in accordance with the Nasdaq rules; (g) the Company
having at least $5,000,001 in tangible net assets upon the Closing; (h) the entry into certain ancillary agreements as of the
Closing; (i) the lack of any notice or communication from, or position of, the SEC requiring the Company to amend or supplement
the prospectus and proxy statement; and (j) the receipt of certain closing deliverables.
On
October 13, 2022, parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section
8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as
a result of the mutual decision to terminate the Captura Merger Agreement.
On
November 15, 2022, the Company entered into a definitive Agreement and Plan of Merger (the “Majic Merger Agreement”)
with Merger Sub 1, OceanTech Merger Sub 2, LLC, a Wyoming limited liability company and wholly owned subsidiary of the Company
(“Merger Sub 2”), the Original Sponsor in the capacity as the representative for the stockholders of the Company (the
“Company Representative”), Majic Wheels Corp., a Wyoming corporation ( “Majic”), and Jeffrey H. Coats,
an individual, in the capacity as the representative for the Majic stockholders (the “Majic Representative”).
On
November 29, 2022, the Company held a special meeting of stockholders. At the meeting, the Company’s stockholders approved
a charter amendment to extend the date by which the Company must consummate its initial business combination from December 2,
2022 to June 2, 2023, subject to the approval of the board of directors of the Company, provided the Original Sponsor or its designees
deposit into the Trust Account an amount equal to $0.067 per share for each public share or $125,000, prior to the commencement
of each extension period. In connection with the extension stockholders holding 8,477,497 shares of common stock exercised their
right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $87,541,322
(approximately $10.32 per share) was removed from the Trust Account to pay such holders.
On
December 1, 2022, December 30, 2022 and February 2, 2023, the Company deposited $125,000 into its Trust Account for its public
stockholders, representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its
initial business combination from December 2, 2022 to March 2, 2023.
On
February 3, 2023, Majic, the Company, Merger Sub 1 and Merger Sub 2 mutually terminated the Majic Merger Agreement pursuant to
Section 8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination
fee as a result of the mutual decision to terminate the Majic Merger Agreement.
On
March 2, 2023, the Company deposited $125,000 into its Trust Account for its public stockholders, representing $0.067 per public
share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from
March 2, 2023, to April 2, 2023.
On
March 13, 2023, the Company’s sponsor changed from Original Sponsor to Sponsor when Aspire agreed to acquire all of the
2,581,500 shares of Class B common stock and 5,869,880 Private Placement Warrants from the Original Sponsor upon the closing of
an initial business combination.
On
March 31, 2023 and May 2, 2023, the Company deposited $125,000 into its Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from April 2, 2023, to June 2, 2023.
On
May 2, 2023, the Company, R.B. Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of the Company (“Merger
Sub”), and Regentis Biomaterials Ltd., an Israeli company (individually, “Regentis” and, together with the Company,
Merger Sub, collectively, the “Parties” and each referred to as a “Party”), entered into an Agreement
and Plan of Merger (as amended, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge
with and into Regentis (the “Merger” or “Business Combination”), with Regentis continuing as the surviving
entity after the Merger named Regentis Biomaterials Corp. (the “Post-Closing Company”), as a result of which Regentis
will become a direct, wholly-owned subsidiary of the Company (the “Proposed Transaction”).
On
May 18, 2023, t
On
May 30, 2023, the Company held a virtual special meeting of its stockholders, pursuant to due notice in that certain Proxy Statement
on Schedule 14(a) filed May 10, 2023 (as amended, the “Extension Proxy”). At such special meeting, the Company stockholders
approved the proposal for the Company to adopt and file with the Delaware Secretary of State of the State of Delaware an amended
charter (the “Extension Amendment Proposal”), which the Company promptly filed following the stockholders’ approval
of the Extension Amendment Proposal. Pursuant to the Company’s amended charter, the Company has the right to extend beyond
June 2, 2023 (the “Original Termination Date”) by up to 12, 1-month extensions through June 2, 2024 (the “Outside
Date”; each of the 12, 1-month extensions, an “Extension”, and each such extension date a “Deadline Date”,
and the latest of such Deadline Dates, the “Extended Deadline”) the date by which the Company must (i) consummate
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving
the Company and one or more businesses, (ii) cease its operations if it fails to complete a business combination, and (iii) unless
the closing of the Company’s initial business combination shall have occurred, redeem or repurchase 100% of the Company’s
Class A common stock included as part of the units sold in the Initial Public Offering. In connection with each Extension, the
Company or Sponsor (or its affiliates or permitted designees) is required to deposit into the Trust Account $30,000 (collectively,
the “Extension Payments”), and the Sponsor made a non-interest bearing, unsecured loan to the Company in the aggregate
of $360,000 for payment of the Extension Payments.
Additionally,
at such special meeting, the stockholders of the Company approved the proposal to amend the trust agreement of the Trust Account
to extend the termination date for an additional twelve months, until June 2, 2024 (the “Trust Amendment Proposal). Upon
approval of the Extension Amendment Proposal and the Trust Amendment Proposal by the Company’s stockholders, the Company
and the Trustee of the Trust Account promptly entered into an amendment to the trust agreement to extend the termination date
for an additional twelve months, until June 2, 2024.
In connection with the voting on the Extension
Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock
(the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments
to the Redeeming Stockholders totalling $11,233,821, representing approximately $10.84 per share. Following such payments to the
Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class
A common stock outstanding were 812,715.
On
June 1, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
June 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
July 7, 2023, the Company and Regentis executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to
$96 million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee
to which it would be entitled upon consummation of the business combination.
On
July 10, 2023, the Company filed the initial Form S-4 with the SEC.
On
July 25, 2023, the Company received written notice (the “Delisting Letter”) from the Nasdaq Capital Market (“Nasdaq”)
that the Company had not regained compliance within 180 calendar days (or until July 24, 2023) in accordance with Nasdaq Listing
Rule 5810(c)(3)(C) for compliance with Nasdaq Listing Rule 5550(b)(2) as the Company’s market value of listed securities
for the thirty (30) consecutive business days, was below the required minimum of $35 million for continued listing on Nasdaq (the
“MVLS Requirement”).
On
July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination
by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing
Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s
decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00
p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing with the Panel was then scheduled for September
21, 2023 (the “Hearing”).
On
July 28, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
August 8, 2023, the Company filed a Preliminary Proxy Statement on Schedule 14(a) with the Securities and Exchange Commission
(“SEC”) for stockholders to approve the founder share amendment proposal to amend the Company’s existing certificate
of incorporation dated as of May 27, 2021, as amended on December 1, 2022 by that certain First Amendment to the Amended and Restated
Certificate of Incorporation and as further amended on May 30, 2023 by that certain Second Amendment to the Amended and Restated
Certificate of Incorporation, as may be further amended (collectively, the “Existing OTEC Charter”), to provide for
the right of the holders of Class B common stock, par value $0.0001 per share, to convert such shares of Class B common stock
into shares of Class A common stock, par value $0.0001 per share, on a one-to-one basis at the election of such holders (the “Founder
Share Amendment Proposal”), rather than upon the closing of an initial business combination. The Company then filed a Definitive
Proxy Statement on Schedule 14A on August 23, 2023 (the “Proxy Statement”) with the SEC, providing notice of a special
meeting of stockholders to be held on September 5, 2023 to propose to amend the Existing OTEC Charter in accordance with the Founder
Share Amendment Proposal, in order to authorize the Company to regain compliance with the MVLS Requirement.
On
August 31, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023 (or such earlier
date as determined by OTEC’s board of directors unless extended).
On
September 5, 2023, the Company held a virtual special meeting of its stockholders following the notice provided by the Proxy Statement
to amend the Existing OTEC Charter for the Founder Share Amendment Proposal. Following approval of the Founder Share Amendment
Proposal by the Company’s stockholders, the Company promptly adopted and filed the related amendment to the Existing OTEC
Charter with the Secretary of State of the State of Delaware. Effective as of September 5, 2023, the conversion of the Class B
common stock to Class A common stock, resulted in the Company’s market value of securities increasing approximately $28,706,280
in addition to the Company’s then-current market value of securities being approximately $10,185,642, based on calculations
utilizing the Company’s common stock closing price of $11.12 per share on August 28, 2023 to total approximately $38,891,922,
above the required $35 million. The following ten consecutive business days after September 5, 2023, ended ahead of the Hearing.
On
September 12, 2023, the Company filed Amendment No. 1 to the initial Form S-4 filed on July 10, 2023.
As
previously disclosed in a Form 8-K filed September 14, 2023, on September 13, 2023, the Company received written notice (the “Notification
Letter”) from Nasdaq stating that the Company currently does not meet the required minimum of 300 public holders for continued
listing on Nasdaq under Nasdaq Listing Rule 5550(a)(3) (the “Public Holder Requirement”), and further stated that
Nasdaq’s Panel would consider this matter in rendering a determination regarding the Company’s continued listing on
Nasdaq at the Hearing already scheduled.
On
September 21, 2023, the Company attended the Hearing to discuss the Delisting Letter and Notification Letter with the Panel. At
the Hearing, the Company discussed its anticipated compliance with the Public Holder Requirement upon the closing of the Business
Combination pursuant to the Merger Agreement with Regentis and the Merger Sub. After the Hearing with Nasdaq, the Company provided
a chart listing each of the initial listing requirements and noted how it planned to meet each requirement, as requested by Nasdaq
at the Hearing.
On
September 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its
Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of
time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023 (or such earlier
date as determined by OTEC’s board of directors unless extended).
On
October 9, 2023, the Company received a letter from Nasdaq stating that the Panel granted OTEC’s request for an exception
until January 2, 2024, subject to the following:
(1) |
On
or before October 20, 2023, OTEC shall demonstrate compliance with MVLS Requirement, and |
(2) |
On
or before January 2, 2024, OTEC shall complete the Business Combination, and establish compliance with Listing Rule 5505. |
On
October 10, 2023, the Company further demonstrated compliance with the MVLS Requirement.
On
October 12, 2023, the Company received a letter from Nasdaq stating that the Company regained compliance under the MVLS Requirement.
As such, this deficiency has been cured and the Company is in compliance with Nasdaq’s MVLS Requirement.
On
October 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from November 2, 2023 to December 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
November 3, 2023, the Company filed Amendment No. 2 to the initial Form S-4 filed on July 10, 2023.
On
November 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from December 2, 2023 to January 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
December 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from January 2, 2024 to February 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
The
Company received the Notice of Effectiveness by the SEC on December 29, 2023 following the filing of amendment No.’s 4 and
5 to form S-4 with the SEC.
On
January 5, 2024, the Company received a notice from Nasdaq stating that because the Company had not held an annual meeting, it
was no longer in compliance with the continued listing requirements of Nasdaq. The Company responded that it was unable to hold
the annual meeting in accordance with the annual meeting requirement as the Company originally intended to close the Business
Combination prior to the end of 2023. In anticipation of Closing, the Company filed a definitive proxy statement/prospectus pursuant
to Rule 424(b)(3) under the Securities Act and Regulation 14A of the Securities Exchange Act on January 2, 2024 and scheduled
the special meeting for stockholders to vote on the Business Combination on February 9, 2024. If the Company were to hold an annual
meeting after such special meeting date, the stockholders of the Company would be asked to vote on items that are moot (for example,
the election of existing Company directors after approving at the special meeting the election of the directors to serve on the
Company’s board of directors post-Closing) or such stockholders may have already redeemed, which would likely cause stockholder
confusion and legal uncertainty as to the effect of the subsequent election of a different slate of directors who would not ultimately
be the slate of directors who would serve on the board of directors upon the Closing of the Business Combination. Because the
stockholders that may no longer even plan to be stockholders in connection with redeeming shares would be voting on a slate of
directors that were no longer going to be directors upon the Business Combination, we agreed that holding an annual meeting would
be moot and not in accordance with the intent of the annual meeting requirement. Additionally, the Company would be unable to
furnish to its stockholders an annual report as required by applicable SEC rules given the requirement to include audited financial
statements for 2023, which were not scheduled at that time to be available until after the completion of the Business Combination.
The Company provided stockholders with the Form S-4 and the proxy statement/prospectus mailed to stockholders, which contain the
audited financial statements of the Company and of Regentis for their 2022 fiscal years, and the unaudited interim financial statements
of the Company and of Regentis as of and for the fiscal period ended September 30, 2023, along with unaudited pro forma financial
statements for review by stockholders. Though the Company was not able to hold the annual meeting, the Company held special meetings
in 2023 and 2024. Additionally, upon Closing of the Business Combination, the surviving entity as the post-closing company will
be required to be in compliance with the annual meeting requirement by December 31, 2024, and the Post-Closing Company will hold
an annual meeting in 2024 in accordance with such requirement.
On
January 22, 2024, the Company received a notice from Nasdaq, providing that because the Company had not yet closed the Business
Combination, trading in the Company’s shares would be suspended at the open of business on January 24, 2024. On January
23, 2024, the Company submitted its payment and request for an appeal of such decision and the review by the Nasdaq Listing and
Hearing Review Council of such decision.
On
January 30, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from February 2, 2024 to March 2, 2024 (or such earlier date as
determined by OTEC’s board of directors unless extended).
On
February 5, 2024, the Company submitted its brief memorandum for the appeal, and on February 23, 2024, the Company received the
brief memorandum from the staff of Nasdaq to which it responded on March 1, 2024.
On
February 9, 2024, the Company held a Special Meeting of stockholders to approve among others, a proposal to approve and adopt
the Merger Agreement. In connection with the Special Meeting, OTEC stockholders holding 800,312 shares of OTEC class A common
stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. The trustee’s
preliminary calculations are that approximately $9,227,597 (approximately $11.53 per Public Share) would be removed from the Trust
Account to pay such holders upon completion of the merger. These amounts might be subject to reversals and adjustments through
the date of the completion of the merger.
On
March 4, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from March 2, 2024 to April 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
The
Company received another request from the staff of Nasdaq on March 11, 2024, requesting additional information on remaining items
required prior to the closing of the Business Combination, to which the Company responded with the remaining closing conditions
in process on March 15, 2024.
See
Note 11 below for Subsequent Events.
Franchise
and Income Tax Withdrawals from Trust
Account
Since completion
of its IPO on June 2, 2021, and through March 31, 2024, the Company withdrew $789,975 from the Trust Account to pay
its liabilities related to the Delaware franchise taxes and income taxes. Through March 31, 2024, the Company remitted $521,931 to the respective
tax authorities. Additionally, as of March 31, 2024, the Company had accrued but unpaid liability of $102,558 related to its income
and Delaware franchise tax obligations. The difference between actual withdrawals and allowable withdrawals was recorded as a distribution to sponsor within the statement of changes in stockholders deficit in the amount of $107,827 for the year ended December 31, 2023 and $90,822 in the quarter ended March 31, 2024. The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds
in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without recurring to additional
withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to
the government authorities is cured.
Liquidity
and Going Concern
On
March 31, 2024, the Company had cash of $17,183 and a working capital deficit of $6,083,979.
The Company’s liquidity needs up
to March 31, 2024 were satisfied through the proceeds of $25,000 from the sale of the Founder Shares (as defined in Note 5), loans
from related parties and outside investors with amounts outstanding totalling $1,829,539 and $1,729,539 as of March 31, 2024 and
December 31, 2023, respectively, and from the net proceeds from the consummation of the Initial Public Offering and the Private
Placement held outside of the Trust Account.
Until
the consummation of a business combination, the Company will be using the funds not held in the Trust Account for identifying
and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel
expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.
The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers,
directors, or third parties. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company
funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s
working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise
additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily
be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards
Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial
Statements—Going Concern, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses or entities on or before June 2, 2024. The Company entered into a definitive merger/business combination agreement
with a business combination target on May 2, 2023; however, the completion of this transaction is subject to the approval of the
Company’s stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals,
satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction
prior to June 2, 2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and
fund operations for any period of time after June 2, 2024, in the event that it is unable to complete a business combination by
that date. These matters raise substantial doubt about the Company’s ability to continue as a going concern for the next
twelve months from the issuance of these statements. Management’s plans with regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue
as a going concern. The Company’s Sponsor, officers and directors may, but are not obligated to, loan the Company funds
from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s
working capital.
Risks
and Uncertainties
In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this
action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.
The
escalation in October 2023 of the conflict between Israel and Hamas also could cause disruptions to global economic conditions
and effect the stability of the Middle East region. It is unknown how long any of these disruptions will continue and whether
such disruptions will become more severe.
The
impact of these conflicts on the world economy is not determinable as of the date of these financial statements and the specific
impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date
of these condensed financial statements.
Inflation
Reduction Act of 2022
On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides
for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations
and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise
tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the
excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes
of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances
against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the
excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and
other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any
redemption or other repurchase that occurs after December 31, 2022, in connection with a business combination, extension vote
or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection
with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value
of the redemptions and repurchases in connection with the business combination, extension or otherwise, (ii) the structure of
a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business
combination (or otherwise issued not in connection with a business combination but issued within the same taxable year of a business
combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would
be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been
determined. The foregoing could cause a reduction in the cash available on hand to complete the Business Combination and in the
Company’s ability to complete the Business Combination.
As
discussed above, on May 30, 2023, holders of 1,035,788 shares of Common Stock elected to redeem their shares in connection with
the Extension. As a result, $11,233,821 was removed from the Company’s Trust Account to pay such holders. Management has
evaluated the requirements of the IR Act and the Company’s operations and has determined that a liability of $112,338 should
be recorded for the excise tax in connection with the above mentioned redemptions. This liability will be reviewed and remeasured
at each subsequent reporting period.
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 275 -Publisher FASB -URI https://asc.fasb.org/275/tableOfContent
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v3.24.1.1.u2
Summary of Significant Accounting Policies
|
3 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
Note
2 - Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to
Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial
statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for
interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation
of financial position, results of operations, or cash flows.
In
the opinion of the Company’s management, the unaudited financial statements as of March 31, 2024 and for the three months
ended March 31, 2024, include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement
of the financial position of the Company, and its results of operations and cash flows for the three ended March 31, 2024. The
results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for
the full fiscal year ending December 31, 2024 or any future interim period.
Principles
of Consolidation
The
accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section2(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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not
previously approved.
Further,
Section102(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 an emerging growth company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt
the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
unaudited condensed consolidated 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 these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant
accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities.
Such estimates may be subject to change as more current information becomes available and 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 did not have cash equivalents as of March 31, 2024 and December 31, 2023.
Trust
Account
Upon
the closing of the Initial Public Offering and the Private Placement, $104.3 million ($10.10 per Unit) of the net proceeds of
the Initial Public Offering and certain of the proceeds of the Private Placement were held in the Trust Account located in the
United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury
obligations 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 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S.
government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of the Business Combination
and (ii) the distribution of the Trust Account as described below.
Upon
closing of the offering of the Private Warrants on June 2, 2022 (as described above) an additional $1.5 million (or $0.15 per
Class A share subject to redemption) was placed in the Trust Account to provide for the Extension as described above.
In
connection with the extension vote at the special meeting of stockholders of the Company on November 29, 2022, stockholders holding
8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust
Account. As a result, $87,541,321 (approximately $10.32 per share) was removed from the Trust Account to pay such holders.
On
December 1, 2022, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from December 2, 2022 to January 2, 2023.
On
December 30, 2022, The Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from January 2, 2023, to February 2, 2023.
On
February 2, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders,
representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by one month from February 2, 2023 to March 2, 2023.
On
March 2, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders,
representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by one month from March 2, 2023 to April 2, 2023.
On
March 31, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders,
representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by one month from April 2, 2023 to May 2, 2023.
On
May 2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067
per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one
month from May 2, 2023, to June 2, 2023.
On
June 1, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
June 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
July 28, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
August 30, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000
into its Trust Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the
period of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023 (or
such earlier date as determined by OTEC’s board of directors unless extended).
On
September 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its
Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of
time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023 (or such earlier
date as determined by OTEC’s board of directors unless extended).
On
October 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from November 2, 2023 to December 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
November 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from December 2, 2023 to January 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
December 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from January 2, 2024 to February 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
January 30, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from February 2, 2024 to March 2, 2024 (or such earlier date as
determined by OTEC’s board of directors unless extended).
On
February 28, 2024 the Company instructed the transfer agent to transfer funds held in the Trust Account from the brokerage investment
account into demand deposit account.
On
March 4, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from March 2, 2024 to April 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
See
Note 11 below for additional extension payments.
Offering
Costs
Offering
costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred,
presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated
with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion
of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation
is not reasonably expected to require the use of current assets or require the creation of current liabilities.
In
connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued common
stock (as defined in Note 9) from the Founder Shares (as defined in Note 5) to the investors who participated in the Initial Public
Offering. The fair value of the Founder Shares (as defined in Note 5) was determined to be an offering cost in accordance with
Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was be allocated to the only financial instruments issued,
which were private placement warrants. Offering costs allocated to derivative warrant liabilities are expensed as incurred in
the statement of operations.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due
to its short-term nature.
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 unaudited condensed consolidated 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 sheets 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.
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as
quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that
are not active; and |
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own
assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable. |
Net
(Loss) Income Per Common Stock
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company
has two classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses
are shared pro rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss)
income by the weighted average shares of common stock outstanding for the respective period.
The
calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial
Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 shares for the three months ended March
31, 2024 and March 31, 2023 of Class A common stock subject to possible redemption in the calculation of diluted (loss) income
per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method.
As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three months ended March
31, 2024 and March 31, 2023. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share
as the redemption value approximates fair value.
The
basic and diluted (loss) income per common stock is calculated as follows:
| |
For the Three Months Ended | |
| |
March 31, | |
| |
2024 | | |
2023 | |
Common stock subject to possible redemption | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Net loss allocable to Class A common stock subject to possible redemption | |
$ | (372,567 | ) | |
$ | (429,046 | ) |
Denominator: | |
| | | |
| | |
Weighted Average Redeemable Class A common stock, basic and diluted | |
| 812,715 | | |
| 1,848,503 | |
Basic and Diluted net loss per share, redeemable Class A common stock | |
$ | (0.46 | ) | |
$ | (0.23 | ) |
| |
| | | |
| | |
Non-redeemable common stock | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Net loss allocable to non-redeemable common stock | |
$ | (1,230,754 | ) | |
$ | (623,146 | ) |
Denominator: | |
| | | |
| | |
Weighted Average non-redeemable common stock, basic and diluted | |
| 2,684,760 | | |
| 2,684,760 | |
Basic and diluted net loss per share, common stock | |
$ | (0.46 | ) | |
$ | (0.23 | ) |
Income
Taxes
The
Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of
deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial
statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax
credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that
all or a portion of deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company’s
deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (0.60)% and 0.00% for the three
months ended March 31, 2024 and March 31, 2023, respectively. The effective tax rate differs from the statutory tax rate of 21%
for the three months ended March 31, 2024 and March 31, 2023, due to changes in fair value in warrant liability, certain non-deductible
interest and merger costs, and the valuation allowance on the deferred tax assets.
While
ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual
elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company
is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that
will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current
period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss)
or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item
that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its
calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized
book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated
income tax provision based on actual results through March 31, 2024.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and
prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest
and penalties, accounting in interim period, disclosure and transition.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently
not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.
The
Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the
nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management
does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Redeemable
Share Classification
All
of the 10,326,000 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which
allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder
vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s
amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity
instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require
common stock subject to redemption to be classified outside of permanent equity. Given that the Class A common stock was issued
with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as
temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt - Debt with Conversion
and Other Options.”
Immediately
upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount,
which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted
in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.
As
of March 31, 2024 and December 31, 2023, the Class A common stock reflected on the balance sheets are reconciled in the following
table:
Schedule of class A common stock reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2024 |
|
|
December
31, 2023 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
As
of beginning of the period |
|
812,715 |
|
|
$ |
9,372,058 |
|
|
1,848,503 |
|
|
$ |
19,419,552 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemptions |
|
— |
|
|
|
— |
|
|
(1,035,788) |
|
|
|
(11,233,821) |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement
of carrying value to redemption value attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
due from Sponsor |
|
— |
|
|
|
|
|
— |
|
|
|
|
Accretion
of carrying value to redemption value |
|
— |
|
|
|
8,716 |
|
|
— |
|
|
|
1,102,168 |
|
Contingently
redeemable Class A common stock subject to possible redemption |
|
812,715 |
|
|
$ |
9,471,596 |
|
|
812,715 |
|
|
$ |
9,372,058 |
|
Debt
discounts
Debt
discounts relate to the issuance costs of the promissory notes to non-related parties (see Note 6), and are included in the condensed
consolidated balance sheets as a direct deduction from the face amount of the promissory notes. Debt discounts are amortized over
the term of the related promissory notes and included in the interest expense.
Recent
Accounting Pronouncements
In
August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of
beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has adopted this standard in the
current period. Adoption of ASU 2020-06 did not have any impact on its financial position, results of operations or cash flows.
In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income
Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation,
as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.
This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and
impacts of adoption of this ASU.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a
material effect on the accompanying unaudited condensed consolidated financial statements.
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v3.24.1.1.u2
Initial Public Offering
|
3 Months Ended |
Mar. 31, 2024 |
Initial Public Offering |
|
Initial Public Offering |
Note
3 - Initial Public Offering
On
June 2, 2021, the Company consummated its Initial Public Offering of 10,000,000 Units. Each Unit consists of one share of Class
A common stock of the Company, par value $0.0001 per share, and one redeemable warrant of the Company (“Warrant”),
each Warrant entitling the holder thereof to purchase one Class A common stock for $11.50 per share. The Units were sold at a
price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000.
On
June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment
Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $3,260,000.
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v3.24.1.1.u2
Private Placement
|
3 Months Ended |
Mar. 31, 2024 |
Private Placement |
|
Private Placement |
Note
4 - Private Placement
On
June 2, 2021, simultaneously with the closing of the Initial Public Offering and the sale of the Units, the Company consummated
the Private Placement of an aggregate 4,571,000 Private Placement Warrants, of which Private Placement Warrants were
purchased by the Original Sponsor and 700,000 Private Placement Warrants were purchased by Maxim at a price of $1.00 per Private
Placement Warrant, generating total proceeds of $4,571,000.
On
June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment
Units. Simultaneously with the closing of the exercise of the overallotment option, the Company consummated the Private Placement
of an aggregate of 97,800 Private Placement Warrants, of which Private Placement Warrants were purchased by the Original
Sponsor and 22,820 Private Placement Warrants were purchased by Maxim at a purchase price of $1.00 per Private Placement Warrant,
generating gross proceeds of $97,800.
On
June 2, 2022, the Company closed an offering to private investors which included issuance of 1,548,900 Private Warrants at a price
of $1.00 per warrant.
The
Private Placement Warrants (and the underlying securities) are identical to the public warrants sold as part of the Units in the
Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions
were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
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v3.24.1.1.u2
Related Party Transactions
|
3 Months Ended |
Mar. 31, 2024 |
Related Party Transactions [Abstract] |
|
Related Party Transactions |
Note
5 - Related Party Transactions
Founder
Shares
In
February 2021, the Original Sponsor paid $ to cover certain offering costs in consideration for Class B shares
(the “Founder Shares”). The number of Founder Shares outstanding was determined based on the expectation that the
total size of the Initial Public Offering would be a maximum of 11,500,000 Units if the underwriter’s over-allotment option
is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public
Offering. Thus, up to of the Founder Shares were subject to forfeiture depending on the extent to which the underwriter’s
over-allotment option was exercised. On June 21, 2021, the underwriter partially exercised its over-allotment option, purchasing
an additional 326,000 Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment
option, and hence founder shares of Class B common stock were subsequently forfeited, resulting in 2,581,500 outstanding
Founder Shares.
Concurrently
with the issuance of Private Warrants on June 2, 2022, the Original Sponsor committed to transfer 1,200,000 of Class B shares
previously issued and outstanding as additional incentive to participants in the Extension Offering. The Company accounted for
the Original Sponsor shares transferred to the participants in the Extension Offering at Fair Value as a charge directly to stockholder’s
equity. The Company estimated the fair value of these shares to be $3,600,000 or $3 per share.
In
connection with the change in sponsor to Aspire on March 13, 2023, the Company estimated the aggregate fair value of the 2,581,500
founders’ shares sold to Aspire to be $464,670 or $0.18 per share. The excess of the fair value of the Founder Shares was
determined to be a contribution to the Company from the Sponsor in accordance with Staff Accounting Bulletin (“SAB”)
Topic 5T. As this transaction is directly related to the business combination, the costs related to the transaction were included
as transaction finance costs in the statement of operations.
Pursuant
to the Purchase Agreement dated as of March 13, 2023, by and among Sponsor, OTEC and the Original Sponsor (the “Purchase
Agreement”), (a) Sponsor agreed to pay the Original Sponsor $1.00 (the “Consideration”), (b) the Sponsor agreed
to convey to Original Sponsor 250,000 shares to the equity holders of Original Sponsor pro rata based on such equity holders’
underlying interest in shares as of the date thereof (the “PSA Shares”), (c) the Sponsor agreed to convey to Original
Sponsor 250,000 warrants to the equity holders of Original Sponsor pro rata based on such equity holders’ underlying interest
in shares as of the date thereof (the “PSA Warrants”), and (d) the Sponsor agreed to (i) reimburse Joseph Adir, Chief
Executive Officer of the Initial Sponsor, $25,000 (“Adir’s Reimbursement”), and (ii) pay Charles Baumgarner,
Chief Financial Officer of the Initial Sponsor, $5,000 per month during the transition period, which has been paid and satisfied
as of the date hereof. The Purchase Agreement and change in Company directors and officers are further described in the Form 8-K,
filed by the Company on March 13, 2023.
The
Company’s initial stockholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur
of: (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the Company
consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having
the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees will
be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Notwithstanding
the foregoing, if the closing price of the shares of 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 150 days after the initial Business Combination, the Founder Shares will no longer be subject to such transfer
restrictions.
Promissory
Notes-Related Party
On
February 14, 2021, the Original Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of
the Initial Public Offering. This loan is non-interest bearing, unsecured and was due at the closing of the Initial Public Offering
and the Original Sponsor has not demanded payment of the note through the date of this filing. As of March 31, 2024 and December
31, 2023, $448,039 were outstanding under the promissory notes.
Related
Party Loans
In
order to finance transaction costs in connection with an intended initial Business Combination, the sponsor, an affiliate of the
sponsor or certain of the Company’s officers and directors may, but is not obligated to, loan the Company funds as may be
required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would
repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid
only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company
may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the
Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement
Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would
be identical to the Private Placement Warrants issued to the Sponsor. As of March 31, 2024 and December 31, 2023, no such Working
Capital Loans were outstanding.
On
May 18, 2023, the Company and the Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note
in favor of the Sponsor, pursuant to which the Sponsor will loan the Company $ per month for up to 12, 1-month extension,
up to an aggregate of $360,000. No amounts have been drawn under this promissory note as of March 31, 2024 or December 31, 2023.
Administrative
Support Agreement
The
Company originally agreed to pay the Original Sponsor a total of $10,000 per month for office space, utilities and secretarial
and administrative support. The Administrative Support Agreement dated as of May 27, 2021 (the “Administrative Support Agreement”)
began on the day the Company first listed on the Nasdaq Capital Market and continue monthly until the completion of the Company’s
initial Business Combination or liquidation of the Company. As of March 31, 2024 and December 31, 2023, the Company owed $427,667
under the Administrative Support Agreement, respectively. For the three months ended March 31, 2024, and 2023, the Company incurred
$30,000 in administrative support fees.
|
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.24.1.1.u2
Promissory Notes
|
3 Months Ended |
Mar. 31, 2024 |
Debt Disclosure [Abstract] |
|
Promissory Notes |
Note
6 - Promissory Notes
During
2023, the Company entered into six promissory notes with investors that provide for a maximum aggregate borrowing amount of up
to $726,500. These notes are non-interest bearing and are due at the closing of the business combination. In consideration of
these loans, the Company or Sponsor will, upon the closing of the initial business combination, assign and transfer, or cause
the assignment and transfer, to the investors 130,000 shares of Class A common stock.
On
May 23, 2023, the Company or Sponsor entered into a promissory note with Polar Multi-Strategy Master Fund (the “Investor”),
pursuant to which the Investor agreed to provide a $500,000 loan to the Company or Sponsor. In consideration of the $500,000 from
the Investor (“Initial Capital Contribution”), the Company or Sponsor will, upon the closing of the initial business
combination, assign and transfer, or cause the assignment and transfer, to Investor 500,000 shares of Class A common stock (as
loan grant shares issuable to a third party in relation to such working capital bridge loan) (“Subscription Shares”)
at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may elect to receive payments
in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other lock-up provisions, earn
outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be repaid by the Company, upon
the closing of the initial business combination. The Company or Sponsor will pay to the Investor all repayments Sponsor or the
Company has received within 5 business days of the closing of the initial business combination.
On
October 24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to
provide a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor
will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor
Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may
elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other
lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be
repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all
repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.
During
the three months ended March 31, 2024, the Company entered into an additional promissory note with an investor that provide for
a maximum aggregate borrowing amount of up to $130,000. This loan is non-interest bearing and is due at the closing of the business
combination. In consideration of these loans, the Company or Sponsor will, upon the closing of the initial business combination,
assign and transfer, or cause the assignment and transfer, to the investor 32,500 shares of Class A common stock.
As
of March 31, 2024, and December 31, 2023 $1,381,500 and $1,281,500 was outstanding under the promissory notes.
The Company’s Sponsor transfer of
Class A shares to the Investor falls under SAB Topic 5T and thus was recognized in the Company’s records in connection with
the funding of the promissory notes as a debt discount totalling $164,250 or approximately $0.18 per share. The debt discount is
accreted as interest expense in the Company’s statements of operations over the terms of the respective loans. As of March
31, 2024, the Company had an unamortized debt discount of $34,145. Amortization was recorded to interest expense and totalled $49,244
for the three months ended March 31, 2024. There was no similar expense recorded in the three months ended March 31, 2023.
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v3.24.1.1.u2
Derivative Warrant Liabilities
|
3 Months Ended |
Mar. 31, 2024 |
Derivative Warrant Liabilities |
|
Derivative Warrant Liabilities |
Note
7 - Derivative Warrant Liabilities
As
of both March 31, 2024, and December 31, 2023, there were 10,326,000 public warrants outstanding. As of March 31, 2024 and December
31, 2023, there were 6,217,700 Private Placement Warrants outstanding.
Public
Warrants
Each
Warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share,
subject to adjustment. 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 the 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 board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking
into account any Founder Shares held by the Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described
below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the
Market Value and the Newly Issued Price.
The
warrants will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or
earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the
Company and not placed in the Trust Account.
The
Company has not registered the shares of Class A common stock issuable upon exercise of the warrants at this time. However, the
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business
Combination, the Company will use its best efforts to file with the SEC a registration statement covering the shares of Class
A common stock issuable upon exercise of the warrants, to cause such registration statement 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
warrants is not effective within 90 days after the closing of the initial 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. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section
18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants
to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company
so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company
does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the
extent an exemption is not available.
Private
Placement Warrants
The
Private Placement Warrants and the underlying securities are identical to the public warrants sold as part of the Units in the
Initial Public Offering, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions
were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00
Once
the warrants become exercisable, the Company may redeem the outstanding warrants (except the Private Placement Warrants):
● |
in
whole and not in part; |
● |
at
a price of $0.01 per warrant; |
● |
upon
a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and |
● |
if,
and only if, the last 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
on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
If
the Company calls the warrants for redemption as described above, the management will have the option to require all holders that
wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise
their warrants on a “cashless basis,” the management will consider, among other factors, the cash position, the number
of warrants that are outstanding and the dilutive effect on the stockholders of issuing the maximum number of shares of Class
A common stock issuable upon the exercise of the warrants. In such event, each holder would pay the exercise price by surrendering
the warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Class A common stock underlying the warrants, multiplied by the difference between the exercise price of the
warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value”
shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading
day prior to the date on which the notice of redemption is sent to the holders of warrants.
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v3.24.1.1.u2
Fair Value Measurements
|
3 Months Ended |
Mar. 31, 2024 |
Fair Value Measurements |
|
Fair Value Measurements |
Note
8 - Fair Value Measurements
The
following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis as of March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques that the
Company utilized to determine such fair value.
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, |
|
|
Quoted
Prices In
Active Markets |
|
|
Significant
Other
Observable Inputs |
|
|
Significant
Other
Unobservable Inputs |
|
|
|
2024 |
|
|
(Level
1) |
|
|
(Level
2) |
|
|
(Level
3) |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability- public |
|
$ |
774,450 |
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
774,450 |
|
Warrant Liability-
private |
|
|
466, 325 |
|
|
|
— |
|
|
|
— |
|
|
|
466, 325 |
|
Total Warrant
Liability |
|
$ |
1,240,775 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,240,775
|
|
| |
| | |
| | |
| | |
| |
| |
December
31, | | |
Quoted
Prices In
Active Markets | | |
Significant
Other
Observable Inputs | | |
Significant
Other
Unobservable Inputs | |
| |
2023 | | |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S.
Money Market held in Trust Account | |
$ | 9,287,900 | | |
$ | 9,287,900 | | |
$ | — | | |
$ | — | |
| |
$ | 9,287,900 | | |
$ | 9,287,900 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability-
public | |
$ | 206,520 | | |
$ | 206,520 | | |
$ | — | | |
$ | — | |
Warrant
Liability- private | |
| 124,352 | | |
| — | | |
| — | | |
| 124,352 | |
Total
Warrant Liability | |
$ | 330,872 | | |
$ | 206,520 | | |
$ | — | | |
$ | 124,352 | |
Transfers to/from Levels 1, 2, and 3 are
recognized at the beginning of the reporting period. During the three months ended March 31, 2024, the public warrants ceased
trading in January 2024 and were transferred form Level 1 to Level 3.
Level
1 assets include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade
data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair
value of its investments.
The
Company’s Warrant liability was valued at $1,240,775 and $330,872 as of March 31, 2024 and December 31, 2023, respectively.
Under the guidance in ASC 815-40 the Warrants do not meet the criteria for equity treatment. As such, the Warrants must be recorded
on the balance sheets at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement,
the valuations will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed
consolidated statements of operations.
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. Prior to March 31, 2024, the fair value of the public warrant liability
is classified within Level 1 of the fair value hierarchy, as the public warrants were actively traded. In January 2024, the public
warrants ceased trading. The fair value of the public and private warrant liability is classified within Level 3 of the fair value
hierarchy.
Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows:
| |
| | |
Public and Private
| | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level 1 | | |
Level 3 | | |
Liabilities | |
Warrant liabilities at December 31, 2023 | |
$ | 206,520 | | |
$ | 124,354 | | |
$ | 330,872 | |
Transfer from Level 1 to Level 3 | |
| (206,520 | ) | |
| 206,520 | | |
| — | |
Change in Fair Value | |
| — | | |
| 909,903 | | |
| 909,903 | |
Warrant liabilities at March 31, 2024 | |
$ | — | | |
$ | 466,328 | | |
$ | 1,240,775 | |
| |
| | |
Private | | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level 1 | | |
Level 3 | | |
Liabilities | |
Warrant liabilities at December 31, 2022 | |
$ | 413,040 | | |
$ | 248,707 | | |
$ | 661,747 | |
Change in Fair Value | |
| (206,520 | ) | |
| (124,354 | ) | |
| (330,874 | ) |
Warrant liabilities at March 31, 2023 | |
$ | 206,520 | | |
$ | 124,352 | | |
$ | 330,872 | |
The
Company utilized a binomial Monte-Carlo simulation to estimate the fair value of the public warrants at each reporting period
for its warrants that are not actively traded. Inherent in a Monte Carlo simulation are assumptions related to expected share-price
volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based
on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common
stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon
yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the
warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which
the Company anticipates remaining at zero.
The
estimated fair value of the Public and Private Placement Warrants is determined using Level 3 inputs. Inherent in a modified Black-Scholes
model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The
Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from
historical volatility of select peer company’s common stock that matches the expected remaining life of the Warrants. The
risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the
expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual
term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
The
key inputs into the modified Black-Scholes model were as follows:
Schedule of quantitative information regarding Level 3 fair value measurements inputs
| |
March 31, 2024 | | |
December 31, 2023 | |
Risk-free interest rate | |
| 4.12 | % | |
| 3.77 | % |
Expected term (years) | |
| 5.09 | | |
| 5.09 | |
Expected volatility | |
| 4.67 | % | |
| 8.0 | % |
Stock price | |
$ | 11.75 | | |
$ | 11.35 | |
Strike price | |
$ | 11.50 | | |
$ | 11.50 | |
Dividend yield | |
| 0 | % | |
| 0 | % |
Probability of business combination | |
| 1.50 | % | |
| 1.00 | % |
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v3.24.1.1.u2
Commitments and Contingencies
|
3 Months Ended |
Mar. 31, 2024 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
Note
9 - Commitments and Contingencies
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans
(and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion
of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration
rights agreement signed prior to or on the Effective Date of the Initial Public Offering, requiring the Company to register such
securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders
of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require
the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
underwriter had a 45-day option to purchase up to 1,500,000 additional Units to cover any over-allotments, if any, at the Initial
Public Offering price less the underwriting discounts and commissions. On June 17, 2021, the underwriter partially exercised the
over-allotment option and purchased an additional 326,000 Over-Allotment Units, generating an aggregate of gross proceeds of $3,260,000.
On June 21, 2021, the underwriter forfeited the right to purchase the remaining 1,174,000 Units of the over-allotment option.
The
underwriter was entitled to an underwriting discount of $0.20 per Unit, or $2,065,200 in the aggregate (reflecting the partial
exercise by the underwriter of its over-allotment option), paid at the closing of the Initial Public Offering. Additionally, $3,614,100
in the aggregate (reflecting the partial exercise by the underwriter of its over-allotment option), is payable to the underwriter
for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust
Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the Underwriting
Agreement dated May 27, 2021 (the “Underwriting Agreement”) by and between the Company and Maxim.
Amendment
of Underwriting Agreement
On
December 15, 2021, in order to resolve certain issues and concerns that have arisen between Maxim and the Company, both parties
agreed to amend the Underwriting Agreement as follows: (i) the Company and Maxim mutually agreed that the rights of first refusal
be deleted and as if no further force and effect, and that Maxim shall have no right of first refusal to act as an underwriter
in any future financing event; (ii) as consideration for the waiver of the right of first refusal, if the Company consummates
a business combination, the Company shall remit to Maxim a one-time cash payment of $2,000,000 at the closing of such business
combination as a mergers and acquisition advisory fee; (iii) the Company and Maxim agreed that the over-allotment option has been
limited to 326,000 Units and that the over-allotment option has terminated as of June 22, 2021; and (iv) the Company and Maxim
agreed that the Company shall not be responsible for any additional reimbursements, out of pocket expenses, or disbursements of
Maxim. For the sake of clarity, all rights and obligations relating to underwriting fees (including but not limited to deferred
underwriting commissions) were not amended or affected by this amendment. The $2,000,000 is recorded as other long-term liabilities
in the accompanying unaudited condensed consolidated balance sheets dated as of March 31, 2024 and December 31, 2023, respectively.
Representative’s
Class A Common Stock
The
Company has issued to Maxim and/or its designees, 103,260 shares of Class A common stock upon the consummation of the Initial
Public Offering and the partial exercise of the underwriter’s over-allotment. Maxim has agreed not to transfer, assign or
sell any such shares until the completion of the initial Business Combination. In addition, Maxim has agreed (i) to waive its
redemption rights with respect to such shares in connection with the completion of the initial Business Combination, and (ii)
to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the
initial Business Combination within 12 months, or up to 18 months if the Company uses the one time option to extend the period
of time to consummate a Business Combination from the closing of the Initial Public Offering.
The
shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following
the commencement of sales of the offering pursuant to Rule 5110I(1) of FINRA’s Rules. Pursuant to FINRA Rule 5110the(1),
these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in
the economic disposition of the securities by any person for a period of 180 days immediately following the Effective Date of
the registration statement of which the prospectus forms a part, nor may they be sold, transferred, assigned, pledged or hypothecated
for a period of 180 days immediately following the commencement of sales of the offering except as permitted by FINRA Rule 5110(e)(2).
Right
of First Refusal
On
May 27, 2021, subject to certain conditions, the Company granted Maxim, for a period beginning on the closing of the offering
and ending 12 months after the date of the consummation of a business combination, a right of first refusal to act as lead left
book-running managing underwriter with at least 75% of the economics; or, in the case of a three-handed deal 50% of the economics,
for any and all future public and private equity, convertible and debt offerings for the Company or any of the Company’s
successors or subsidiaries. In accordance with FINRA Rule 5110(g)(6), such right of first refusal shall not have a duration of
more than three years from the commencement of sales of the Initial Public Offering.
Captura
Merger Agreement
On
August 10, 2022, the Company, Merger Sub 1, Original Sponsor, Captura and Geranen entered into the Captura Merger Agreement. Pursuant
to the Captura Merger Agreement, upon the closing of the business combination, the parties would effect the merger of Merger Sub
1 with and into the Captura, with the Captura continuing as the surviving entity, as a result of which all of the issued and outstanding
capital stock of the Captura shall be exchanged shares of the Class A common stock of the Company upon the terms set forth in
the Captura Merger Agreement.
On
October 13, 2022, the parties to the Captura Merger Agreement mutually terminated the Captura Merger Agreement pursuant to Section
8.1(a) of the Captura Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as
a result of the mutual decision to terminate the Captura Merger Agreement.
Majic
Merger Agreement
On
November 15, 2022, the Company entered into the Majic Merger Agreement with Merger Sub 1, Merger Sub 2, the Original Sponsor in
the capacity as the representative for the stockholders of the Company, Majic, and Jeffrey H. Coats, an individual, in the capacity
as the representative for the Majic stockholders.
On
February 3, 2023, the parties to the Majic Merger Agreement mutually terminated the Majic Merger Agreement pursuant to Section
8.1(a) of the Majic Merger Agreement, effective immediately. Neither party was required to pay the other a termination fee as
a result of the mutual decision to terminate the Majic Merger Agreement.
Purchase
Agreement
On
March 13, 2023, the Company entered into the Purchase Agreement with the Original Sponsor and Sponsor pursuant to which Sponsor,
or an entity designated by the Sponsor, will purchase from the Original Sponsor 2,581,500 shares of Class B common stock of the
Company, par value $0.0001 per share and 5,869,880 Private Placement Warrants, each of which is exercisable to purchase one share
of Class A common stock of the Company, par value $0.0001 per share, for an aggregate purchase price of $1.00 (the “Purchase
Price”) payable at the time the Company effects a merger, share exchange, asset acquisition, share exchange, asset acquisition,
share purchase, recapitalization, reorganization, or business combination.
Pursuant
to the Purchase Agreement, the Sponsor has replaced the Company’s current directors and officers with directors and officers
of the Company selected in the Sponsor’s sole discretion. Joseph Adir, Michael Payne, Eric Blair, and Mitchell Gordon resigned
as directors of the Company, and Joseph Adir, Charles Baumgartner, Ofer Oz, and Ken Hickling resigned as officers of the Company.
Michael Peterson, Donald Fell, Venkatesh Srinivasan, and Siva Saravanan were appointed as directors of the Company. Suren Ajjarapu
was appointed Chief Executive Officer and Chairman of the Company, and Francis Knuettel II was appointed as the Company’s
Chief Financial Officer.
Pursuant
to the Purchase Agreement (a) Sponsor agreed to pay the Original Sponsor the Consideration, (b) the Sponsor agreed to convey to
Original Sponsor the PSA Shares, (c) the Sponsor agreed to convey to Original Sponsor the PSA Warrants, and (d) the Sponsor agreed
to (i) Adir’s Reimbursement, and (ii) pay Charles Baumgarner, Chief Financial Officer of the Initial Sponsor, $5,000 per
month during the transition period, which has been paid and satisfied as of the date hereof. The Purchase Agreement and change
in Company directors and officers are further described in the Form 8-K, filed by the Company on March 13, 2023.
Regentis
Merger Agreement
On
May 2, 2023, the Company, Merger Sub, and Regentis, entered into the Merger Agreement, pursuant to which, among other things,
Merger Sub will merge with and into Regentis, with Regentis continuing as the surviving entity after the Merger, as a result of
which Regentis will become a direct, wholly-owned subsidiary of the Company.
On
July 7, 2023, the Company and Regentis executed Amendment No. 1 to the Merger Agreement to increase the merger consideration to
$96 million from $95 million to account, in part, for the issuance of Regentis ordinary shares to Maxim pre-closing for the fee
to which it would be entitled upon consummation of the business combination.
Subscription
Agreement
On
May 23, 2023, the Company, the Investor, and Sponsor, entered into a Subscription Agreement, pursuant to which, the Sponsor was
seeking to raise the Initial Capital Contribution which will in turn be utilized by the Company to cover working capital expenses.
In consideration for the Initial Capital Contribution, the Company or Sponsor will issue 500,000 shares of Class A Company Stock
(as loan grant shares issuable to a third party in relation to such working capital bridge loan) to the Investor at the close
of the business combination as Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution,
or the Investor may elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions
or any other lock-up provisions, earn outs, or other contingencies.
On
October 24, 2023, the Company or Sponsor entered into a promissory note with Investor, pursuant to which the Investor agreed to
provide a $250,000 loan to the Company or Sponsor. In consideration of the Initial Capital Contribution, the Company or Sponsor
will, upon the closing of the initial business combination, assign and transfer, or cause the assignment and transfer, to Investor
Subscription Shares at a rate of one Class A common stock for each $1.00 of Initial Capital Contribution, or the Investor may
elect to receive payments in cash. The Subscription Shares, if issued, shall be subject to no transfer restrictions or any other
lock-up provisions, earn outs, or other contingencies. The Initial Capital Contribution shall not accrue interest and shall be
repaid by the Company, upon the closing of the initial business combination. The Company or Sponsor will pay to the Investor all
repayments Sponsor or the Company has received within 5 business days of the closing of the initial business combination.
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v3.24.1.1.u2
Stockholders’ Deficit
|
3 Months Ended |
Mar. 31, 2024 |
Equity [Abstract] |
|
Stockholders’ Deficit |
Note
10 - Stockholders’ Deficit
Preferred
Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share.
As of March 31, 2024 and December 31, 2023, there were no shares of preferred stock issued or outstanding.
Class
A common stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of Class A common stock are entitled to one vote for each share. As of March 31, 2024 and December 31, 2023,
there were 2,684,760 shares of Class A common stock issued or outstanding, excluding 812,715 shares of Class A common stock subject
to possible redemption classified as temporary equity.
Class
B common stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of the Class B common stock are entitled to one vote for each share of common stock. On March 31, 2024 and
December 31, 2023, there were no shares of Class B common stock issued and outstanding. As of September 5, 2023, all of Sponsor’s
Class B common stock was converted to Class A common stock.
On
June 17, 2021, the underwriter partially exercised the over-allotment option and purchased an additional 326,000 Over-Allotment
Units. On June 21, 2021, the underwriter forfeited the right to purchase the remaining Units of the over-allotment option, and
hence 293,500 shares of Class B common stock were subsequently forfeited.
The
Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier
to occur of (i) one year after the date of the consummation of the initial Business Combination or (ii) the date on which the
Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders
having the right to exchange their shares of Class A common stock for cash, securities or other property. Any permitted transferees
will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares.
Notwithstanding the foregoing, if the closing price of the shares of 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 150 days after the initial Business Combination, the Founder Shares will no longer be subject
to the lock-up provisions.
Holders
of the Class A common stock vote together as a single class on all matters submitted to a vote of the Company’s stockholders,
with each share of common stock entitling the holder to one vote.
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v3.24.1.1.u2
Subsequent Events
|
3 Months Ended |
Mar. 31, 2024 |
Subsequent Events |
|
Subsequent Events |
Note
11 - Subsequent Events
The Company
evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial
statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the condensed financial statements, except as noted below.
Extension
Payment to Trust Account
On
April 3, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from April 2, 2024 to May 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
May 1, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust Account
for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it has to
consummate its initial business combination by one month from May 2, 2024 to June 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
As
of the date of this Quarterly Report, the Company has exercised its right to extend the deadline to complete its initial business
combination twelve of twelve times by depositing or causing to be deposited into the Trust Account $30,000 for each such extension.
The current Business Combination deadline is June 2, 2024.
Amended
and Restated Satisfaction and Discharge of Indebtedness
Certain
holders of loans relating to the Extension Payments (the “Holder”) agreed that in lieu of collecting the full amount
of the Extension Payments at the closing of the Business Combination, each Holder shall defer the repayment of the amounts due
and payable to each Holder, to be repaid by the Post-Closing Company (from future capital raises, capped in the aggregate with
all other deferred amounts at twenty-five percent (25%) per capital raise); provided that, commencing six (6) months after the
closing of the Business Combination, the Post-Closing Company shall instead have the option to pay the amount owed each Holder
fifty percent (50%) in cash and fifty percent (50%) in stock in the Post- Closing Company, valued at a price of $4.00 per newly
issued share; any shares so issued shall be included by the Post-Closing Company in a resale registration statement to be filed
by the Company within 60 days after the issuance of such shares (unless such shares would already be tradeable without restriction
under Rule 144). Each Holder accepted the terms above and shall acknowledges the satisfaction and discharge of the amount contributed
to the Extension Payment upon final receipt of such cash and Post-Closing Company stock.
Over
the Counter Trading
As previously
disclosed, on April 24, 2024, the market maker for the common stock of the Company received approval from FINRA on the Form 211
to begin quoting the Company’s common stock over the counter under the ticker symbol “OTAC”, and the Company
resumed trading over the counter.
Equity
Line Purchase Agreement
In connection
with the Business Combination, the Company simultaneously disclosed that it planned to enter into an equity line purchase agreement
with an investor pursuant to which the Company will have the right to issue and sell to the investor, and the investor will commit
to purchase from the Company, up to $10 million in aggregate gross purchase price of newly issued fully paid shares of the Company’s
common stock. The Company expects to receive an advance under such agreement upon the closing of the Business Combination, and
to concurrently enter into a registration rights agreement with the investor, pursuant to which the Company will register the
resale of the shares of common stock sold pursuant to such agreement.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.24.1.1.u2
Summary of Significant Accounting Policies (Policies)
|
3 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation
The
accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to
Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial
statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for
interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation
of financial position, results of operations, or cash flows.
In
the opinion of the Company’s management, the unaudited financial statements as of March 31, 2024 and for the three months
ended March 31, 2024, include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement
of the financial position of the Company, and its results of operations and cash flows for the three ended March 31, 2024. The
results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for
the full fiscal year ending December 31, 2024 or any future interim period.
|
Principles of Consolidation |
Principles
of Consolidation
The
accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated in consolidation.
|
Emerging Growth Company |
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section2(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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not
previously approved.
Further,
Section102(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 an emerging growth company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.
The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised
and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt
the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
unaudited condensed consolidated 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 these unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant
accounting estimates included in these consolidated financial statements is the determination of fair value of the warrant liabilities.
Such estimates may be subject to change as more current information becomes available and 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 did not have cash equivalents as of March 31, 2024 and December 31, 2023.
|
Trust Account |
Trust
Account
Upon
the closing of the Initial Public Offering and the Private Placement, $104.3 million ($10.10 per Unit) of the net proceeds of
the Initial Public Offering and certain of the proceeds of the Private Placement were held in the Trust Account located in the
United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government treasury
obligations 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 1940, as amended (the “Investment Company Act”), which will be invested only in direct U.S.
government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of the Business Combination
and (ii) the distribution of the Trust Account as described below.
Upon
closing of the offering of the Private Warrants on June 2, 2022 (as described above) an additional $1.5 million (or $0.15 per
Class A share subject to redemption) was placed in the Trust Account to provide for the Extension as described above.
In
connection with the extension vote at the special meeting of stockholders of the Company on November 29, 2022, stockholders holding
8,477,497 shares of common stock exercised their right to redeem their shares for a pro rata portion of the funds in the Trust
Account. As a result, $87,541,321 (approximately $10.32 per share) was removed from the Trust Account to pay such holders.
On
December 1, 2022, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from December 2, 2022 to January 2, 2023.
On
December 30, 2022, The Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing
$0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination
by one month from January 2, 2023, to February 2, 2023.
On
February 2, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders,
representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by one month from February 2, 2023 to March 2, 2023.
On
March 2, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders,
representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by one month from March 2, 2023 to April 2, 2023.
On
March 31, 2023, the Company caused to be deposited $125,000 into the Company’s Trust Account for its public stockholders,
representing $0.067 per public share, allowing the Company to extend the period of time it has to consummate its initial business
combination by one month from April 2, 2023 to May 2, 2023.
On
May 2, 2023, the Company caused to be deposited $125,000 into its Trust Account for its public stockholders, representing $0.067
per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one
month from May 2, 2023, to June 2, 2023.
On
June 1, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from June 2, 2023 to July 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
June 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from July 2, 2023 to August 2, 2023 (or such earlier date as determined
by OTEC’s board of directors unless extended).
On
July 28, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time
it has to consummate its initial business combination by one month from August 2, 2023 to September 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
August 30, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000
into its Trust Account, for its public stockholders, representing $0.037 per public share, allowing the Company to extend the
period of time it has to consummate its initial business combination by one month from September 2, 2023 to October 2, 2023 (or
such earlier date as determined by OTEC’s board of directors unless extended).
On
September 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its
Trust Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of
time it has to consummate its initial business combination by one month from October 2, 2023 to November 2, 2023 (or such earlier
date as determined by OTEC’s board of directors unless extended).
On
October 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from November 2, 2023 to December 2, 2023 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
November 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from December 2, 2023 to January 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
December 27, 2023, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from January 2, 2024 to February 2, 2024 (or such earlier date
as determined by OTEC’s board of directors unless extended).
On
January 30, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from February 2, 2024 to March 2, 2024 (or such earlier date as
determined by OTEC’s board of directors unless extended).
On
February 28, 2024 the Company instructed the transfer agent to transfer funds held in the Trust Account from the brokerage investment
account into demand deposit account.
On
March 4, 2024, as Sponsor’s designee and as funded by Sponsor, the Company caused to be deposited $30,000 into its Trust
Account for its public stockholders, representing $0.037 per public share, allowing the Company to extend the period of time it
has to consummate its initial business combination by one month from March 2, 2024 to April 2, 2024 (or such earlier date as determined
by OTEC’s board of directors unless extended).
See
Note 11 below for additional extension payments.
|
Offering Costs |
Offering
Costs
Offering
costs consisted of legal, accounting, underwriting and other costs incurred that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred,
presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated
with the issuance of Class A common stock subject to possible redemption were charged to temporary equity upon the completion
of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation
is not reasonably expected to require the use of current assets or require the creation of current liabilities.
In
connection with the Extension payment on June 2, 2022, the Original Sponsor transferred 1,200,000 of previously issued common
stock (as defined in Note 9) from the Founder Shares (as defined in Note 5) to the investors who participated in the Initial Public
Offering. The fair value of the Founder Shares (as defined in Note 5) was determined to be an offering cost in accordance with
Staff Accounting Bulletin Topic 5A and 5T. Accordingly, the offering cost was be allocated to the only financial instruments issued,
which were private placement warrants. Offering costs allocated to derivative warrant liabilities are expensed as incurred in
the statement of operations.
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due
to its short-term nature.
|
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 unaudited condensed consolidated 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 sheets 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.
|
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 of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the
inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
These tiers include:
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as
quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that
are not active; and |
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own
assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable. |
|
Net (Loss) Income Per Common Stock |
Net
(Loss) Income Per Common Stock
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company
has two classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses
are shared pro rata between the two classes of shares. Net (loss) income per common stock is calculated by dividing the net (loss)
income by the weighted average shares of common stock outstanding for the respective period.
The
calculation of diluted net (loss) income does not consider the effect of the warrants underlying the Units sold in the Initial
Public Offering and the private placement warrants to purchase an aggregate of 16,543,700 shares for the three months ended March
31, 2024 and March 31, 2023 of Class A common stock subject to possible redemption in the calculation of diluted (loss) income
per share, because they are contingent on future events and their inclusion would be anti-dilutive under the treasury stock method.
As a result, diluted net (loss) income per share is the same as basic net (loss) income per share for the three months ended March
31, 2024 and March 31, 2023. Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share
as the redemption value approximates fair value.
|
Income Taxes |
Income
Taxes
The
Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of
deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial
statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax
credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that
all or a portion of deferred tax assets will not be realized. As of March 31, 2024 and December 31, 2023, the Company’s
deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was (0.60)% and 0.00% for the three
months ended March 31, 2024 and March 31, 2023, respectively. The effective tax rate differs from the statutory tax rate of 21%
for the three months ended March 31, 2024 and March 31, 2023, due to changes in fair value in warrant liability, certain non-deductible
interest and merger costs, and the valuation allowance on the deferred tax assets.
While
ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual
elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company
is complicated due to the potential impact of the timing of any Business Combination expenses and the actual interest income that
will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current
period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income (or loss)
or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item
that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its
calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized
book income and its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated
income tax provision based on actual results through March 31, 2024.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and
prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest
and penalties, accounting in interim period, disclosure and transition.
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently
not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.
The
Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation
by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the
nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management
does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
|
Redeemable Share Classification |
Redeemable
Share Classification
All
of the 10,326,000 Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which
allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder
vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s
amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity
instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require
common stock subject to redemption to be classified outside of permanent equity. Given that the Class A common stock was issued
with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as
temporary equity is the allocated proceeds based on the guidance in FASB ASC Topic 470-20, “Debt - Debt with Conversion
and Other Options.”
Immediately
upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount,
which approximates fair value. The change in the carrying value of Class A common stock subject to possible redemption resulted
in charges against additional paid-in capital (to the extent available) and accumulated deficit and Class A common stock.
As
of March 31, 2024 and December 31, 2023, the Class A common stock reflected on the balance sheets are reconciled in the following
table:
Schedule of class A common stock reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2024 |
|
|
December
31, 2023 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
As
of beginning of the period |
|
812,715 |
|
|
$ |
9,372,058 |
|
|
1,848,503 |
|
|
$ |
19,419,552 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemptions |
|
— |
|
|
|
— |
|
|
(1,035,788) |
|
|
|
(11,233,821) |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement
of carrying value to redemption value attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
due from Sponsor |
|
— |
|
|
|
|
|
— |
|
|
|
|
Accretion
of carrying value to redemption value |
|
— |
|
|
|
8,716 |
|
|
— |
|
|
|
1,102,168 |
|
Contingently
redeemable Class A common stock subject to possible redemption |
|
812,715 |
|
|
$ |
9,471,596 |
|
|
812,715 |
|
|
$ |
9,372,058 |
|
|
Debt discounts |
Debt
discounts
Debt
discounts relate to the issuance costs of the promissory notes to non-related parties (see Note 6), and are included in the condensed
consolidated balance sheets as a direct deduction from the face amount of the promissory notes. Debt discounts are amortized over
the term of the related promissory notes and included in the interest expense.
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements
In
August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)
to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of
beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception
guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible
instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company has adopted this standard in the
current period. Adoption of ASU 2020-06 did not have any impact on its financial position, results of operations or cash flows.
In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income
Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation,
as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.
This ASU will be effective for the annual period ending December 31, 2025. The Company is currently evaluating the timing and
impacts of adoption of this ASU.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a
material effect on the accompanying unaudited condensed consolidated financial statements.
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v3.24.1.1.u2
Summary of Significant Accounting Policies (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Accounting Policies [Abstract] |
|
The basic and diluted (loss) income per common stock is calculated as follows |
The
basic and diluted (loss) income per common stock is calculated as follows:
| |
For the Three Months Ended | |
| |
March 31, | |
| |
2024 | | |
2023 | |
Common stock subject to possible redemption | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Net loss allocable to Class A common stock subject to possible redemption | |
$ | (372,567 | ) | |
$ | (429,046 | ) |
Denominator: | |
| | | |
| | |
Weighted Average Redeemable Class A common stock, basic and diluted | |
| 812,715 | | |
| 1,848,503 | |
Basic and Diluted net loss per share, redeemable Class A common stock | |
$ | (0.46 | ) | |
$ | (0.23 | ) |
| |
| | | |
| | |
Non-redeemable common stock | |
| | | |
| | |
Numerator: | |
| | | |
| | |
Net loss allocable to non-redeemable common stock | |
$ | (1,230,754 | ) | |
$ | (623,146 | ) |
Denominator: | |
| | | |
| | |
Weighted Average non-redeemable common stock, basic and diluted | |
| 2,684,760 | | |
| 2,684,760 | |
Basic and diluted net loss per share, common stock | |
$ | (0.46 | ) | |
$ | (0.23 | ) |
|
Schedule of class A common stock reconciliation |
Schedule of class A common stock reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, 2024 |
|
|
December
31, 2023 |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
As
of beginning of the period |
|
812,715 |
|
|
$ |
9,372,058 |
|
|
1,848,503 |
|
|
$ |
19,419,552 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemptions |
|
— |
|
|
|
— |
|
|
(1,035,788) |
|
|
|
(11,233,821) |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement
of carrying value to redemption value attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
due from Sponsor |
|
— |
|
|
|
|
|
— |
|
|
|
|
Accretion
of carrying value to redemption value |
|
— |
|
|
|
8,716 |
|
|
— |
|
|
|
1,102,168 |
|
Contingently
redeemable Class A common stock subject to possible redemption |
|
812,715 |
|
|
$ |
9,471,596 |
|
|
812,715 |
|
|
$ |
9,372,058 |
|
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v3.24.1.1.u2
Fair Value Measurements (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
Fair Value Measurements |
|
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis |
The
following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring
basis as of March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation techniques that the
Company utilized to determine such fair value.
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31, |
|
|
Quoted
Prices In
Active Markets |
|
|
Significant
Other
Observable Inputs |
|
|
Significant
Other
Unobservable Inputs |
|
|
|
2024 |
|
|
(Level
1) |
|
|
(Level
2) |
|
|
(Level
3) |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant Liability- public |
|
$ |
774,450 |
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
774,450 |
|
Warrant Liability-
private |
|
|
466, 325 |
|
|
|
— |
|
|
|
— |
|
|
|
466, 325 |
|
Total Warrant
Liability |
|
$ |
1,240,775 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,240,775
|
|
| |
| | |
| | |
| | |
| |
| |
December
31, | | |
Quoted
Prices In
Active Markets | | |
Significant
Other
Observable Inputs | | |
Significant
Other
Unobservable Inputs | |
| |
2023 | | |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
Assets: | |
| | | |
| | | |
| | | |
| | |
U.S.
Money Market held in Trust Account | |
$ | 9,287,900 | | |
$ | 9,287,900 | | |
$ | — | | |
$ | — | |
| |
$ | 9,287,900 | | |
$ | 9,287,900 | | |
$ | — | | |
$ | — | |
Liabilities: | |
| | | |
| | | |
| | | |
| | |
Warrant Liability-
public | |
$ | 206,520 | | |
$ | 206,520 | | |
$ | — | | |
$ | — | |
Warrant
Liability- private | |
| 124,352 | | |
| — | | |
| — | | |
| 124,352 | |
Total
Warrant Liability | |
$ | 330,872 | | |
$ | 206,520 | | |
$ | — | | |
$ | 124,352 | |
|
Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows |
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. Prior to March 31, 2024, the fair value of the public warrant liability
is classified within Level 1 of the fair value hierarchy, as the public warrants were actively traded. In January 2024, the public
warrants ceased trading. The fair value of the public and private warrant liability is classified within Level 3 of the fair value
hierarchy.
Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows:
| |
| | |
Public and Private
| | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level 1 | | |
Level 3 | | |
Liabilities | |
Warrant liabilities at December 31, 2023 | |
$ | 206,520 | | |
$ | 124,354 | | |
$ | 330,872 | |
Transfer from Level 1 to Level 3 | |
| (206,520 | ) | |
| 206,520 | | |
| — | |
Change in Fair Value | |
| — | | |
| 909,903 | | |
| 909,903 | |
Warrant liabilities at March 31, 2024 | |
$ | — | | |
$ | 466,328 | | |
$ | 1,240,775 | |
| |
| | |
Private | | |
| |
| |
Public Warrants | | |
Warrants | | |
Warrant | |
| |
Level 1 | | |
Level 3 | | |
Liabilities | |
Warrant liabilities at December 31, 2022 | |
$ | 413,040 | | |
$ | 248,707 | | |
$ | 661,747 | |
Change in Fair Value | |
| (206,520 | ) | |
| (124,354 | ) | |
| (330,874 | ) |
Warrant liabilities at March 31, 2023 | |
$ | 206,520 | | |
$ | 124,352 | | |
$ | 330,872 | |
|
Schedule of quantitative information regarding Level 3 fair value measurements inputs |
The
key inputs into the modified Black-Scholes model were as follows:
Schedule of quantitative information regarding Level 3 fair value measurements inputs
| |
March 31, 2024 | | |
December 31, 2023 | |
Risk-free interest rate | |
| 4.12 | % | |
| 3.77 | % |
Expected term (years) | |
| 5.09 | | |
| 5.09 | |
Expected volatility | |
| 4.67 | % | |
| 8.0 | % |
Stock price | |
$ | 11.75 | | |
$ | 11.35 | |
Strike price | |
$ | 11.50 | | |
$ | 11.50 | |
Dividend yield | |
| 0 | % | |
| 0 | % |
Probability of business combination | |
| 1.50 | % | |
| 1.00 | % |
|
X |
- References
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- DefinitionTabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 103 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-103
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- DefinitionTabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.
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- DefinitionTabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
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v3.24.1.1.u2
Description of Organization and Business Operations (Details Narrative) - USD ($)
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1 Months Ended |
3 Months Ended |
12 Months Ended |
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Jul. 27, 2023 |
Jul. 07, 2023 |
May 30, 2023 |
May 30, 2023 |
May 18, 2023 |
Nov. 29, 2022 |
Jun. 17, 2021 |
Jun. 17, 2021 |
Jun. 02, 2021 |
Feb. 28, 2021 |
Mar. 31, 2024 |
Dec. 31, 2023 |
Jun. 30, 2024 |
Mar. 04, 2024 |
Jan. 30, 2024 |
Dec. 27, 2023 |
Nov. 27, 2023 |
Oct. 27, 2023 |
Sep. 27, 2023 |
Sep. 05, 2023 |
Aug. 31, 2023 |
Aug. 30, 2023 |
Aug. 28, 2023 |
Aug. 08, 2023 |
Jul. 28, 2023 |
Jun. 27, 2023 |
Jun. 01, 2023 |
Mar. 31, 2023 |
Mar. 13, 2023 |
Mar. 02, 2023 |
Feb. 02, 2023 |
Dec. 30, 2022 |
Dec. 01, 2022 |
Jun. 02, 2022 |
Jun. 18, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Condition for future business combination number of businesses minimum |
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1
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Purchase price, per unit |
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$ 10.32
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Transaction costs |
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$ 690,542
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Underwriting discount |
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2,065,200
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Deferred underwriting discount |
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3,614,100
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Fair value of underwriter shares |
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1,033,633
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Other offering costs |
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769,518
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Transaction costs including accumulated deficit |
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$ 6,791,909
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Share price |
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$ 0.067
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$ 0.037
|
$ 0.037
|
$ 0.037
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$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
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|
$ 0.037
|
$ 0.037
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|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.067
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|
$ 0.067
|
$ 0.067
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$ 0.067
|
$ 0.067
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Amount trust account on each public shares |
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$ 125,000
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Assets held in trust |
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$ 87,541,322
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$ 30,000
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$ 30,000
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$ 30,000
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$ 30,000
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$ 30,000
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$ 30,000
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$ 30,000
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$ 30,000
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$ 30,000
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|
$ 30,000
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$ 30,000
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$ 30,000
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$ 125,000
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$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
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Sponsor fees, description |
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he Company and Sponsor, announced that, the Company entered into an unsecured, interest-free promissory note in
favor of the Sponsor, pursuant to which the Sponsor will loan the Company $30,000 per month for up to 12, 1-month extensions,
up to an aggregate of $360,000. (See below regarding the current extensions exercised.)
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Sponsor fees |
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$ 30,000
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Aggregate value |
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$ 360,000
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Business combination term |
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100
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Common Stock, Voting Rights |
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the voting on the Extension
Amendment Proposal and the Trust Amendment Proposal at this special meeting, holders of 1,035,788 shares of Class A common stock
(the “Redeeming Stockholder”) exercised the right to redeem such shares. On June 2, 2023, the Company made cash payments
to the Redeeming Stockholders totalling $11,233,821, representing approximately $10.84 per share. Following such payments to the
Redeeming Stockholders, the Trust Account had a balance of approximately $8,814,443. The Company’s remaining shares of Class
A common stock outstanding were 812,715.
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Other description |
On
July 27, 2023, the Company filed a Current Report on Form 8-K stating that the Company fully intends to appeal such determination
by requesting a hearing to the Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing
Rule 5800 Series to stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s
decision, and on such date the Company requested the hearing, and wired the $20,000 fee to Nasdaq for the hearing, prior to 4:00
p.m. Eastern Time on August 1, 2023, as required in the Delisting Letter. The hearing with the Panel was then scheduled for September
21, 2023 (the “Hearing”).
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Addition securities |
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$ 28,706,280
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$ 38,891,922
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Marketable securities current |
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$ 10,185,642
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$ 35,000,000
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Stock closing price, per share |
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$ 11.12
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Franchise and income tax withdrawals from trust account description |
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the Company withdrew $789,975 from the Trust Account to pay
its liabilities related to the Delaware franchise taxes and income taxes. Through March 31, 2024, the Company remitted $521,931 to the respective
tax authorities. Additionally, as of March 31, 2024, the Company had accrued but unpaid liability of $102,558 related to its income
and Delaware franchise tax obligations. The difference between actual withdrawals and allowable withdrawals was recorded as a distribution to sponsor within the statement of changes in stockholders deficit in the amount of $107,827 for the year ended December 31, 2023 and $90,822 in the quarter ended March 31, 2024.
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Cash |
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$ 17,183
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Working capital deficit |
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6,083,979
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Sales |
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25,000
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Related parties investors |
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1,829,539
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$ 1,729,539
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Number of common shares elected to redeem |
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1,035,788
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Liability on trust redemptions |
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$ 112,338
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Maximum [Member] | Merger Agreement [Member] |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Merger consideration |
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$ 96,000,000
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Minimum [Member] | Merger Agreement [Member] |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Merger consideration |
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$ 95,000,000
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Trust Account [Member] |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Unsecured debt |
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$ 360,000
|
$ 360,000
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Common Class B [Member] |
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Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
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Sale of private placement warrants (in shares) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,581,500
|
|
|
|
|
|
|
Convertible, per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible, per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,869,880
|
|
|
|
|
1,548,900
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.00
|
|
Public Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
|
Public Warrants [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
$ 11.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
|
|
|
|
|
|
|
|
$ 9.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
8,477,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
|
|
|
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price, per unit |
|
|
|
|
|
|
|
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from initial public offering, net of underwriting discount |
|
|
|
|
|
|
|
|
$ 100,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction costs |
|
|
|
|
|
|
|
|
$ 7,482,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
|
|
|
|
|
|
|
|
11,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] | Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
97,800
|
97,800
|
4,571,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants price (in dollars per share) |
|
|
|
|
|
|
|
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of Private Placement Warrants |
|
|
|
|
|
|
|
$ 97,800
|
$ 4,571,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
$ 1.00
|
$ 1.00
|
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] | Private Placement Warrants [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
|
|
3,871,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,980
|
Private Placement [Member] | Private Placement Warrants [Member] | Maxim Groups Llc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
|
|
700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
|
|
|
|
|
326,000
|
326,000
|
1,500,000
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price, per unit |
|
|
|
|
|
|
$ 10.00
|
$ 10.00
|
$ 10.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from initial public offering, net of underwriting discount |
|
|
|
|
|
|
|
$ 3,260,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of units |
|
|
|
|
|
|
$ 3,260,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting fees |
|
|
|
|
|
|
$ 65,200
|
$ 65,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionThe element represents amount of trust account on each public shares.
+ References
+ Details
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Namespace Prefix: |
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Data Type: |
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Period Type: |
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|
X |
- DefinitionThe element represents common stock closing price.
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Period Type: |
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|
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- DefinitionThe element represents condition for future business combination number of businesses minimum.
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|
X |
- DefinitionThe element represents deferred underwriting discount.
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|
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- DefinitionThe element represents sale of stock other offering costs.
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- DefinitionThe element represents sale of stock underwriting fees.
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- DefinitionThe element represents transaction costs including accumulated deficit.
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- DefinitionThe aggregate fair value of additional assets that would be required to be posted as collateral for derivative instruments with credit-risk-related contingent features if the credit-risk-related contingent features were triggered at the end of the reporting period.
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- DefinitionThe total amount of cash and securities held by third party trustees pursuant to terms of debt instruments or other agreements as of the date of each statement of financial position presented, which can be used by the trustee only to pay the noncurrent portion of specified obligations.
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- DefinitionAmount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), classified as current.
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The basic and diluted (loss) income per common stock is calculated as follows (Details) - USD ($)
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Common Class A Subject to Redemption [Member] |
|
|
Net income allocable to Class A common stock subject to possible redemption |
$ (372,567)
|
$ (429,046)
|
Weighted average non redeemable common stock, diluted |
812,715
|
1,848,503
|
Non redeemable net income loss per share. diluted |
$ 0.46
|
$ 0.23
|
Common Share Not Subject Redemption [Member] |
|
|
Weighted average non redeemable common stock, diluted |
2,684,760
|
2,684,760
|
Non redeemable net income loss per share. diluted |
$ 0.46
|
$ 0.23
|
Net (loss) income allocable to non-redeemable common stock |
$ (1,230,754)
|
$ (623,146)
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v3.24.1.1.u2
Schedule of class A common stock reconciliation (Details) - USD ($)
|
3 Months Ended |
|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Extension redemptions on November 29, 2022 |
|
(1,035,788)
|
|
Temporary Equity Extension to Redemption Value Adjustment |
|
$ (11,233,821)
|
|
Amount due from Sponsor |
$ 90,822
|
84,159
|
|
Trust earnings |
$ 8,716
|
$ 1,102,168
|
|
Temporary equity, shares outstanding |
812,715
|
|
812,715
|
Common Class A Subject to Redemption [Member] |
|
|
|
Temporary equity, shares outstanding |
812,715
|
1,848,503
|
|
Temporary equity, carrying amount, attributable to parent |
$ 9,471,596
|
$ 9,372,058
|
$ 9,372,058
|
Temporary equity, shares outstanding |
812,715
|
|
812,715
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v3.24.1.1.u2
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
|
3 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jun. 02, 2022 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Jun. 30, 2024 |
Mar. 04, 2024 |
Jan. 30, 2024 |
Dec. 31, 2023 |
Dec. 27, 2023 |
Nov. 27, 2023 |
Oct. 27, 2023 |
Sep. 27, 2023 |
Aug. 31, 2023 |
Aug. 30, 2023 |
Jul. 28, 2023 |
Jun. 27, 2023 |
Jun. 03, 2023 |
Jun. 01, 2023 |
May 02, 2023 |
Mar. 13, 2023 |
Mar. 02, 2023 |
Feb. 02, 2023 |
Dec. 30, 2022 |
Dec. 01, 2022 |
Nov. 29, 2022 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents |
|
$ 0
|
|
|
|
|
$ 0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
$ 0.067
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
|
$ 0.037
|
|
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
Assets held in trust |
|
|
$ 125,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
|
$ 30,000
|
|
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 87,541,322
|
Purchase price, per unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10.32
|
Effective tax rate |
|
0.60%
|
(0.00%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
(0.60%)
|
0.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory tax rate |
|
21.00%
|
21.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits |
|
$ 0
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits, income tax penalties and interest accrued |
|
$ 0
|
|
|
|
|
$ 0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,581,500
|
|
|
|
|
|
Shares transferred in extension offering |
1,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Class A Subject to Redemption [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, share price |
|
$ 11.65
|
|
|
|
|
$ 11.53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anti-dilutive securities attributable to warrants (in shares) |
|
16,543,700
|
16,543,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of private placement warrants (in shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,477,497
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
$ 0.067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.067
|
|
$ 0.067
|
$ 0.067
|
|
|
|
Assets held in trust |
|
|
$ 125,000
|
|
|
|
|
|
|
|
|
|
|
|
$ 30,000
|
$ 30,000
|
|
$ 125,000
|
|
$ 125,000
|
$ 125,000
|
|
|
|
IPO and Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from Issuance Initial Public Offering and Private Placement |
|
$ 104,300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
$ 10.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional Investment Held in Trust Account Upon Closing Warrants Offering |
|
$ 1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common stock subject to possible redemption, share price |
|
$ 0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.24.1.1.u2
Initial Public Offering (Details Narrative) - USD ($)
|
|
|
3 Months Ended |
|
|
Jun. 17, 2021 |
Jun. 17, 2021 |
Jun. 02, 2021 |
Mar. 31, 2024 |
Dec. 31, 2023 |
Nov. 29, 2022 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Purchase price, per unit |
|
|
|
|
|
$ 10.32
|
Common Class A [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Common stock, par value (in dollars per share) |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Public Warrants [Member] | Common Class A [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Number of warrants in a unit |
|
|
1
|
1
|
|
|
IPO [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Number of units issued |
|
|
10,000,000
|
|
|
|
Purchase price, per unit |
|
|
$ 10.00
|
|
|
|
Proceeds from initial public offering, net of underwriting discount |
|
|
$ 100,000,000
|
|
|
|
IPO [Member] | Common Class A [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Common stock, par value (in dollars per share) |
|
|
$ 0.0001
|
|
|
|
Number of shares in a unit |
|
|
1
|
|
|
|
IPO [Member] | Public Warrants [Member] | Common Class A [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Number of shares issuable per warrant |
|
|
1
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
Number of units issued |
326,000
|
326,000
|
1,500,000
|
1,500,000
|
|
|
Purchase price, per unit |
$ 10.00
|
$ 10.00
|
$ 10.00
|
|
|
|
Proceeds from initial public offering, net of underwriting discount |
|
$ 3,260,000
|
|
|
|
|
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v3.24.1.1.u2
Private Placement (Details Narrative) - USD ($)
|
|
|
3 Months Ended |
|
|
|
Jun. 17, 2021 |
Jun. 17, 2021 |
Jun. 02, 2021 |
Mar. 31, 2024 |
Mar. 13, 2023 |
Jun. 02, 2022 |
Jun. 18, 2021 |
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of units issued |
326,000
|
326,000
|
1,500,000
|
1,500,000
|
|
|
|
Private Placement Warrants [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of warrants to purchase of shares issued |
|
|
|
|
5,869,880
|
1,548,900
|
|
Exercise price of warrant |
|
|
|
|
|
$ 1.00
|
|
Private Placement Warrants [Member] | Private Placement [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of warrants to purchase of shares issued |
97,800
|
97,800
|
4,571,000
|
|
|
|
|
Exercise price of warrant |
$ 1.00
|
$ 1.00
|
$ 1.00
|
|
|
|
|
Proceeds from issuance of warrants |
|
$ 97,800
|
$ 4,571,000
|
|
|
|
|
Private Placement Warrants [Member] | Private Placement [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of warrants to purchase of shares issued |
|
|
3,871,000
|
|
|
|
74,980
|
Private Placement Warrants [Member] | Private Placement [Member] | Maxim Groups Llc [Member] |
|
|
|
|
|
|
|
Class of Warrant or Right [Line Items] |
|
|
|
|
|
|
|
Number of warrants to purchase of shares issued |
|
|
700,000
|
|
|
|
|
X |
- DefinitionThe element represents units issued during period shares new issues.
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v3.24.1.1.u2
Related Party Transactions (Details Narrative) - USD ($)
|
|
|
|
|
|
|
1 Months Ended |
3 Months Ended |
12 Months Ended |
|
|
May 18, 2023 |
Mar. 13, 2023 |
Mar. 13, 2023 |
Jun. 02, 2022 |
Jun. 21, 2021 |
Jun. 17, 2021 |
Jun. 17, 2021 |
Jun. 02, 2021 |
Feb. 28, 2021 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Sep. 30, 2023 |
Feb. 14, 2021 |
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, amount converted |
|
|
$ 464,670
|
$ 3,600,000
|
|
|
|
|
|
|
|
|
|
|
Fair value per share converted |
|
$ 0.18
|
$ 0.18
|
$ 3
|
|
|
|
|
|
|
|
|
|
|
Sponsor fees |
$ 30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate value |
$ 360,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party transaction, amounts of transaction |
|
|
|
|
|
|
|
|
|
$ 1,829,539
|
|
$ 1,729,539
|
|
|
Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of purchase agreement |
|
(a) Sponsor agreed to pay the Original Sponsor $1.00 (the “Consideration”), (b) the Sponsor agreed
to convey to Original Sponsor 250,000 shares to the equity holders of Original Sponsor pro rata based on such equity holders’
underlying interest in shares as of the date thereof (the “PSA Shares”), (c) the Sponsor agreed to convey to Original
Sponsor 250,000 warrants to the equity holders of Original Sponsor pro rata based on such equity holders’ underlying interest
in shares as of the date thereof (the “PSA Warrants”), and (d) the Sponsor agreed to (i) reimburse Joseph Adir, Chief
Executive Officer of the Initial Sponsor, $25,000 (“Adir’s Reimbursement”), and (ii) pay Charles Baumgarner,
Chief Financial Officer of the Initial Sponsor, $5,000 per month during the transition period
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units Issued During Period Shares New Issues |
|
|
|
|
|
|
|
10,000,000
|
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units Issued During Period Shares New Issues |
|
|
|
|
|
326,000
|
326,000
|
1,500,000
|
|
1,500,000
|
|
|
|
|
Maximum [Member] | IPO [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units Issued During Period Shares New Issues |
|
|
|
|
|
|
|
|
11,500,000
|
|
|
|
|
|
Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares subject to forfeiture |
|
|
|
|
293,500
|
|
|
|
|
|
|
|
|
|
Common Class B [Member] | Private Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares converted |
|
|
2,581,500
|
1,200,000
|
|
|
|
|
|
|
|
|
|
|
Founder Share [Member] | Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares subject to forfeiture |
|
|
|
|
326,000
|
|
|
|
|
|
|
|
|
|
Founder Share [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares subject to forfeiture |
|
|
|
|
2,581,500
|
|
|
|
|
|
|
|
|
|
Founder Share [Member] | Sponsor [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued during period, value, new issues |
|
|
|
|
|
|
|
|
$ 25,000
|
|
|
|
|
|
Stock issued during Period, shares, new issues |
|
|
|
|
293,500
|
|
|
|
2,875,000
|
|
|
|
|
|
Stock issued during Period, shares, new issues |
|
|
|
|
|
|
|
|
20.00%
|
|
|
|
|
|
Founder Share [Member] | Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares subject to forfeiture |
|
|
|
|
|
|
|
|
375,000
|
|
|
|
|
|
Promissory Note with Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum borrowing capacity of related party promissory note |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 300,000
|
Notes payable, related parties |
|
|
|
|
|
|
|
|
|
$ 448,039
|
|
448,039
|
|
|
Related Party Loans [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum loans convertible into warrants |
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,500,000
|
|
Warrants price per unit |
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.00
|
|
Administrative Support Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument related to administrative support agreement |
|
|
|
|
|
|
|
|
|
427,667
|
|
$ 427,667
|
|
|
Administrative fees |
|
|
|
|
|
|
|
|
|
$ 30,000
|
$ 30,000
|
|
|
|
X |
- DefinitionThe element represents fair value per share converted.
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v3.24.1.1.u2
Promissory Notes (Details Narrative) - USD ($)
|
|
3 Months Ended |
12 Months Ended |
|
|
May 23, 2023 |
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
Oct. 24, 2023 |
May 18, 2023 |
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Aggregate value |
|
|
|
|
|
$ 360,000
|
Interest expense related to debt discount |
|
$ 49,244
|
$ 0
|
|
|
|
Investor [Member] | Common Class A [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Promissary notes outstanding amount |
|
32,500
|
|
|
|
|
Promissory Notes [Member] | Investor [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Aggregate borrowing amount |
|
$ 726,500
|
|
|
|
|
Promissary notes outstanding amount |
|
130,000
|
|
$ 1,281,500
|
|
|
Debt discount total |
|
$ 164,250
|
|
|
|
|
Debt discount per share |
|
$ 0.18
|
|
|
|
|
Unamortized debt discount |
|
$ 34,145
|
|
|
|
|
Promissory Notes [Member] | Investor [Member] | Common Class A [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Stock issued during period, shares, new issues |
|
130,000
|
|
|
|
|
Promissory Notes [Member] | Polar Multi Strategy Master Fund Member |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Aggregate value |
$ 500,000
|
|
|
|
$ 250,000
|
|
Promissory Notes [Member] | Polar Multi Strategy Master Fund Member | Common Class A [Member] |
|
|
|
|
|
|
Short-Term Debt [Line Items] |
|
|
|
|
|
|
Stock issued during period, shares, new issues |
500,000
|
|
|
|
|
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v3.24.1.1.u2
Derivative Warrant Liabilities (Details Narrative) - $ / shares
|
|
3 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jun. 02, 2021 |
Mar. 31, 2024 |
Jun. 30, 2024 |
Mar. 04, 2024 |
Jan. 30, 2024 |
Dec. 31, 2023 |
Dec. 27, 2023 |
Nov. 27, 2023 |
Oct. 27, 2023 |
Sep. 27, 2023 |
Aug. 31, 2023 |
Aug. 30, 2023 |
Jul. 28, 2023 |
Jun. 27, 2023 |
Jun. 01, 2023 |
Mar. 31, 2023 |
Mar. 02, 2023 |
Feb. 02, 2023 |
Dec. 30, 2022 |
Dec. 01, 2022 |
Nov. 29, 2022 |
Jun. 02, 2022 |
Share price |
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
|
Number of trading days on which fair market value of shares is reported |
|
10 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding |
|
10,326,000
|
|
|
|
10,326,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.15
|
Threshold period for filling registration statement after business combination |
|
15 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum threshold period for registration statement to become effective after business combination |
|
90 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Warrants [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of warrants in a unit |
1
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
$ 11.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
$ 9.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant |
|
60.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Threshold consecutive trading days |
|
20 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price trigger |
|
$ 9.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of gross proceeds on total equity proceeds |
|
115.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock price trigger for redemption of public warrants (in dollars per share) |
|
$ 18.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) |
|
180.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public Warrants expiration term |
|
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants outstanding |
|
6,217,700
|
|
|
|
6,217,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise price of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.00
|
Private Placement Warrants [Member] | Redemption of Warrants When Price Per Share of Class Common Stock Equals or Exceeds18.00 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant redemption condition minimum share price |
|
$ 18.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption price per public warrant (in dollars per share) |
|
$ 0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption period |
|
30 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
class of warrant or right, redemption of warrants or rights, , threshold trading days |
|
20 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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v3.24.1.1.u2
Schedule of company’s assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($)
|
Mar. 31, 2024 |
Dec. 31, 2023 |
Class of Warrant or Right [Line Items] |
|
|
U.S. Money Market held in Trust Account |
$ 9,296,616
|
$ 9,287,900
|
Fair Value, Recurring [Member] |
|
|
Class of Warrant or Right [Line Items] |
|
|
Warrant Liabilities |
1,240,775
|
330,872
|
U.S. Money Market held in Trust Account |
|
9,287,900
|
Fair Value, Recurring [Member] | U S Money Market Funds [Member] |
|
|
Class of Warrant or Right [Line Items] |
|
|
U.S. Money Market held in Trust Account |
|
9,287,900
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
Class of Warrant or Right [Line Items] |
|
|
Warrant Liabilities |
1,240,775
|
124,352
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] |
|
|
Class of Warrant or Right [Line Items] |
|
|
Warrant Liabilities |
|
206,520
|
U.S. Money Market held in Trust Account |
|
9,287,900
|
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | U S Money Market Funds [Member] |
|
|
Class of Warrant or Right [Line Items] |
|
|
U.S. Money Market held in Trust Account |
|
9,287,900
|
Public Warrants [Member] | Fair Value, Recurring [Member] |
|
|
Class of Warrant or Right [Line Items] |
|
|
Warrant Liabilities |
774,450
|
206,520
|
Public Placement Warrants [Member] | Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] |
|
|
Class of Warrant or Right [Line Items] |
|
|
Warrant Liabilities |
774,450
|
|
Private Placement Warrants [Member] | Fair Value, Recurring [Member] |
|
|
Class of Warrant or Right [Line Items] |
|
|
Warrant Liabilities |
466
|
124,352
|
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|
|
Class of Warrant or Right [Line Items] |
|
|
Warrant Liabilities |
$ 466
|
$ 124,352
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v3.24.1.1.u2
Schedule of change in the fair value of the public warrant liability for 2023 and 2022 is as follows (Details) - USD ($)
|
3 Months Ended |
Mar. 31, 2024 |
Mar. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] |
|
|
Warrant liabilities at beginning of period |
$ 330,872
|
$ 661,747
|
Warrant liabilities at end of period |
1,240,775
|
330,872
|
Change in fair value |
909,903
|
330,873
|
Fair Value, Inputs, Level 1 [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Warrant liabilities at end of period |
|
|
Fair Value, Inputs, Level 1 [Member] | Public Warrants [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Warrant liabilities at beginning of period |
206,520
|
413,040
|
Warrant liabilities at end of period |
|
206,520
|
Change in fair value |
|
(206,520)
|
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Warrant liabilities at beginning of period |
124,354
|
|
Fair Value, Inputs, Level 3 [Member] | Public Placement Warrants [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Change in fair value |
(206,520)
|
|
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Warrant liabilities at beginning of period |
|
248,707
|
Change in fair value |
206,520
|
|
Warrant liabilities at end of period |
466,328
|
124,352
|
Change in fair value |
$ 909,903
|
$ (124,354)
|
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v3.24.1.1.u2
Schedule of quantitative information regarding Level 3 fair value measurements inputs (Details) - Fair Value, Inputs, Level 3 [Member] - Modified Black Scholes Model [Member]
|
Mar. 31, 2024
N
$ / shares
|
Dec. 31, 2023
N
$ / shares
|
Measurement Input, Risk Free Interest Rate [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Measurement inputs |
0.0412
|
0.0377
|
Measurement Input, Expected Term [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Expected term (years) |
5 years 1 month 2 days
|
5 years 1 month 2 days
|
Measurement Input, Price Volatility [Member] | Pre Announcement [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Measurement inputs |
0.0467
|
0.080
|
Measurement Input, Share Price [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Strike price | $ / shares |
$ 11.75
|
$ 11.35
|
Measurement Input, Exercise Price [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Strike price | $ / shares |
$ 11.50
|
$ 11.50
|
Measurement Input, Expected Dividend Rate [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Measurement inputs |
0
|
0
|
Measurement Input Probability of Completing Business Combination [Member] |
|
|
Platform Operator, Crypto Asset [Line Items] |
|
|
Measurement inputs |
0.0150
|
0.0100
|
X |
- DefinitionPer share weighted-average price paid for shares purchased on open market for issuance under share-based payment arrangement.
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- DefinitionThe element represents warrant liabilities.
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- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
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v3.24.1.1.u2
Commitments and Contingencies (Details Narrative)
|
|
|
|
|
3 Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 13, 2023
$ / shares
shares
|
Jun. 21, 2021
shares
|
Jun. 17, 2021
shares
|
Jun. 17, 2021
USD ($)
shares
|
Jun. 02, 2021
shares
|
Mar. 31, 2024
USD ($)
N
$ / shares
shares
|
Jun. 30, 2024
$ / shares
|
Mar. 04, 2024
$ / shares
|
Jan. 30, 2024
$ / shares
|
Dec. 31, 2023
USD ($)
$ / shares
shares
|
Dec. 27, 2023
$ / shares
|
Nov. 27, 2023
$ / shares
|
Oct. 27, 2023
$ / shares
|
Sep. 27, 2023
$ / shares
|
Aug. 31, 2023
$ / shares
|
Aug. 30, 2023
$ / shares
|
Jul. 28, 2023
$ / shares
|
Jun. 27, 2023
$ / shares
|
Jun. 01, 2023
$ / shares
|
May 23, 2023
$ / shares
shares
|
Mar. 31, 2023
$ / shares
|
Mar. 02, 2023
$ / shares
|
Feb. 02, 2023
$ / shares
|
Dec. 30, 2022
$ / shares
|
Dec. 01, 2022
$ / shares
|
Nov. 29, 2022
$ / shares
|
Dec. 15, 2021
USD ($)
shares
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum number of demands for registration of securities | N |
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriter gross proceeds | $ |
|
|
|
|
|
$ 2,065,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting cash discount per unit | $ / shares |
|
|
|
|
|
$ 0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consideration payable for waive of the right to first refusal | $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,000,000
|
Other long-term liabilities | $ |
|
|
|
|
|
$ 2,000,000
|
|
|
|
$ 2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price | $ / shares |
|
|
|
|
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
|
Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued underwriters |
|
|
|
|
|
103,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
|
|
|
|
|
2,684,760
|
|
|
|
2,684,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares outstanding |
|
|
|
|
|
2,684,760
|
|
|
|
2,684,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
|
|
|
|
|
$ 0.0001
|
|
|
|
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred underwriting fee payable | $ |
|
|
|
|
|
$ 3,614,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares issued |
2,581,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares outstanding |
2,581,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
$ 0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase Agreement [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
0.0001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price | $ / shares |
$ 1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Agreement [Member] | Common Class A [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
|
|
|
Common stock, par value (in dollars per share) | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.00
|
|
|
|
|
|
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting option period |
|
|
|
|
|
45 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
|
326,000
|
326,000
|
1,500,000
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriter gross proceeds | $ |
|
|
|
$ 3,260,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum number of units issuable under amendment of underwriting agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
326,000
|
Over-Allotment Option [Member] | Underwriting Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of units issued |
|
1,174,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private Placement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement warrants |
5,869,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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- DefinitionThe element represents consideration for waiving of right of first refusal.
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v3.24.1.1.u2
Stockholders’ Deficit (Details Narrative)
|
|
|
3 Months Ended |
|
|
Jun. 17, 2021
shares
|
Jun. 17, 2021
shares
|
Jun. 02, 2021
shares
|
Mar. 31, 2024
N
$ / shares
shares
|
Dec. 31, 2023
N
$ / shares
shares
|
Jun. 21, 2021
shares
|
Class of Stock [Line Items] |
|
|
|
|
|
|
Preferred shares, shares authorized |
|
|
|
1,000,000
|
1,000,000
|
|
Preferred stock, par value, (per share) | $ / shares |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Class A common stock subject to possible redemption |
|
|
|
812,715
|
812,715
|
|
Over-Allotment Option [Member] |
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
Number of units issued |
326,000
|
326,000
|
1,500,000
|
1,500,000
|
|
|
Common Class A [Member] |
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
Common shares, shares authorized (in shares) |
|
|
|
100,000,000
|
100,000,000
|
|
Common shares, par value (in dollars per share) | $ / shares |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Common Stock, Shares, Issued |
|
|
|
2,684,760
|
2,684,760
|
|
Common shares, shares outstanding (in shares) |
|
|
|
2,684,760
|
2,684,760
|
|
Common shares, votes per share | N |
|
|
|
1
|
1
|
|
Common Class a Not Subject to Redemption [Member] |
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
Common Stock, Shares, Issued |
|
|
|
2,684,760
|
2,684,760
|
|
Common shares, shares outstanding (in shares) |
|
|
|
2,684,760
|
2,684,760
|
|
Common Class B [Member] |
|
|
|
|
|
|
Class of Stock [Line Items] |
|
|
|
|
|
|
Common shares, shares authorized (in shares) |
|
|
|
10,000,000
|
10,000,000
|
|
Common shares, par value (in dollars per share) | $ / shares |
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Common Stock, Shares, Issued |
|
|
|
0
|
0
|
|
Common shares, shares outstanding (in shares) |
|
|
|
0
|
0
|
|
Shares subject to forfeiture |
|
|
|
|
|
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v3.24.1.1.u2
Subsequent Events (Details Narrative) - USD ($)
|
Jun. 30, 2024 |
Jun. 02, 2024 |
May 01, 2024 |
Apr. 03, 2024 |
Mar. 04, 2024 |
Jan. 30, 2024 |
Dec. 27, 2023 |
Nov. 27, 2023 |
Oct. 27, 2023 |
Sep. 27, 2023 |
Aug. 31, 2023 |
Aug. 30, 2023 |
Jul. 28, 2023 |
Jun. 27, 2023 |
Jun. 01, 2023 |
Mar. 31, 2023 |
Mar. 02, 2023 |
Feb. 02, 2023 |
Dec. 30, 2022 |
Dec. 01, 2022 |
Nov. 29, 2022 |
Assets held in trust |
$ 30,000
|
|
|
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 125,000
|
$ 87,541,322
|
Share price |
$ 0.037
|
|
|
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.037
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
$ 0.067
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held in trust |
|
$ 30,000
|
$ 30,000
|
$ 30,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share price |
|
|
$ 0.037
|
$ 0.037
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionThe total amount of cash and securities held by third party trustees pursuant to terms of debt instruments or other agreements as of the date of each statement of financial position presented, which can be used by the trustee only to pay the noncurrent portion of specified obligations.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1
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Period Type: |
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|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
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OceanTech Acquisitions I (NASDAQ:OTECU)
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