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

NOTE 8 — RECURRING FAIR VALUE MEASUREMENTS

Investments Held in Trust Account

As of December 31, 2023 and 2022, the investments in the Company’s Trust Account consisted of approximately $35.6 million and $323.9 million in U.S. Money Market funds, respectively. The Company considers all investments with original maturities of more than three months but less than one year to be short-term investments.

Fair values of the Company’s investments are classified as Level 1 utilizing quoted prices (unadjusted) in active markets for identical assets.

Recurring Fair Value Measurements

The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. The Company’s initial value of the warrant liability was 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 and classified as level 3. The subsequent measurement of the Public Warrants is classified as Level 1 due to the use of an observable market price of these warrants. The subsequent measurement of the Private Warrants is classified as Level 2 because these warrants are economically equivalent to the Public warrants, based on the terms of the Private Warrant agreement, and as such their value is principally derived by the value of the Public Warrants. Significant deviations from these estimates and inputs could result in a material change in fair value. For the year ended December 31, 2023, there were no transfers amongst level 1, 2, and 3 values during the period. At December 31, 2021, the Company reclassified the Public Warrants and Private Warrants from Level 3 to Level 1 and Level 2, respectively.

The FPA liability is measured at fair value using a probability weighted expected return model based on future projections of various potential outcomes. The FPA liability is considered to be a Level 3 financial instrument. On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. As of December 31, 2023 and 2022 there was no FPA liability outstanding.

The conversion feature of the Convertible Promissory Notes, in connection with the Subscription Purchase Agreement, is measured at fair value using a Monte Carlo model that fair values the compound option. The fair value of the conversion feature of the Convertible Promissory Notes was $0 as of December 31, 2023.

The following table presents fair value information as of December 31, 2023 and 2022, of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

December 31, 2023

  

Total

  

Level 1

  

Level 2

  

Level 3

Assets

  

 

    

 

    

 

    

 

  

Investments held in Trust Account – U.S. Money Market

  

$

35,555,976

  

$

35,555,976

  

$

—

  

$

—
   

 

    

 

    

 

    

 

  

Liabilities

  

 

    

 

    

 

    

 

  

Public warrant liability

  

 

829,962

  

 

829,962

  

 

—

  

 

—

Private warrant liability

  

 

813,308

  

 

—

  

 

813,308

  

 

—

Sponsor loan conversion option

  

 

—

  

 

—

  

 

—

  

 

—

Total

  

$

1,643,270

  

$

829,962

  

$

813,308

  

$

—

December 31, 2022

  

Total

  

Level 1

  

Level 2

  

Level 3

Assets

  

 

    

 

    

 

    

 

  

Investments held in Trust Account – U.S. Money Market

  

$

323,911,642

  

$

323,911,642

  

$

—

  

$

—
   

 

    

 

    

 

    

 

  

Liabilities

  

 

    

 

    

 

    

 

  

Public warrant liability

  

 

191,529

  

 

191,529

  

 

—

  

 

—

Private warrant liability

  

 

187,687

  

 

—

  

 

187,687

  

 

—

Total

  

$

379,216

  

$

191,529

  

$

187,687

  

$

—

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Forward Purchase Agreement Liability

The estimated fair value of the FPA liability on March 1, 2023 (initial measurement) is determined using Level 3 inputs. The expected term was based on management assumptions regarding the timing and likelihood of completing a business combination. The FPA liability is discounted to net present values using risk free rates. Discount rates were based on current risk-free rates based on the estimated term.

On June 15, 2023, the Company received a termination notice from Sakuu, that terminated, effective June 14, 2023, the Business Combination Agreement, dated March 2, 2023. In light of the termination of the Business Combination Agreement, the FPA was also terminated. As of December 31, 2023 and 2022 there was no FPA liability outstanding.

The following table presents the changes in the fair value of the forward purchase agreement (“FPA”) liability:

 

FPA

Fair value as of January 1, 2023

  

$

—

 

Issuance of FPA liability

  

 

308,114

 

Change in fair value

  

 

(308,114

)

Fair value as of December 31, 2023

  

$

—

 

The changes in the fair value of the forward purchase agreement liability for the year ended December 31, 2023, is $308,114.