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Fair Value Measurements
12 Months Ended
Dec. 31, 2023
Fair Value Measurements [Abstract]  
FAIR VALUE MEASUREMENTS

NOTE 10. FAIR VALUE MEASUREMENTS

 

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 

  Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

  Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 

  Level 3: Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.

 

At December 31, 2023, assets held in the Trust Account were comprised of $120,000,366 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2023, the Company has not withdrawn any income earned from the Trust Account to pay certain tax obligations.

 

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 

Description  Level   December 31,
2023
 
Assets:        
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund   1   $120,000,366 

 

The following table presents information about the Company’s equity instruments that are measured at fair value at June 16, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 

   Level   June 16,
2023
 
Equity:        
Representative shares   3   $2,239,466 
Fair Value of Public Rights for common stock subject to redemption allocation   3   $1,398,400 

 

The Company determined the fair value of the 287,500 representative shares to be $2,239,466 (or $7.789 per share) using the PWERM Model. The following assumptions were used in valuing the representative shares:

 

   June 16,
2023
 
Risk-free rate   5.15%
Volatility   5.7%
Implied DLOM (Discount for Lack of Marketability)   1.4%
Restricted term (in years)   1.17 

 

The Company determined the fair value of the 11,500,000 public rights to be $1,398,400 (or $0.122 per public right). The rights were valued based on market comparables. The following criteria was utilized to select comparable Special Purpose Acquisition Companies who were pre-business combination and included rights as part of their units that were publicly trading with significant time remaining to complete their initial business combination:

 

Criteria  Low   High 
IPO Proceeds (in millions of dollars)   50    240 
Warrant Coverage   
    1.0 
Rights Coverage (per unit)   0.06    0.20 
Remaining Months to Complete   
    10