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Subsequent Events
12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

On January 9, 2024, the Company held the Second Extension Meeting to approve an amendment to the Company’s Charter to extend the Termination Date from the Previous Termination Date and allow the Company, without another stockholder vote, to elect to extend the Termination Date on a monthly basis up to eleven times by an additional one month each time after the Charter Extension Date, by resolution of the Company’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date. Additionally, the Company held the Second Extension Meeting to approve an amendment to the Charter to eliminate the Redemption Limitation.

 

The stockholders of the Company approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal (together, the “Second Charter Amendment”) at the Second Extension Meeting and on January 11, 2024, the Company filed the Second Charter Amendment with the Delaware Secretary of State.

 

Accordingly, on January 11, 2024, the Company issued an unsecured promissory note in the principal amount of $1,080,000 (the “2024 Note”) to the Sponsor and drew $90,000 pursuant to the 2024 Note. The Note does not bear interest and matures upon closing of an initial business combination. In the event that the Company does not consummate an initial business combination, this note will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2024 Note may be converted into warrants of the Company at a price of $1.00 per warrant. The proceeds of this note have been deposited in the trust account.

 

In connection with the vote to approve the Second Charter Amendment, the holders of shares of Class A common stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $10.83 per share, for an aggregate redemption amount of approximately $9,778,698.

 

On January 11, 2024, the Sponsor converted an aggregate of 300,000 shares of Class B common stock into shares of Class A common stock on a one-for-one basis. The Sponsor waived any right to receive funds from the trust account with respect to the shares of Class A common stock received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original shares of Class B common stock under the terms of that certain letter agreement, dated as of January 14, 2021, by and among, the Company, its officers and directors and the Sponsor.

 

On January 16, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”), trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on January 25, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company has timely requested a hearing before the Panel to request sufficient time to complete the Company’s previously disclosed proposed business combination (the “Business Combination”) with Powermers Smart Industries, Inc. (“PSI”). The hearing request will result in a stay of any suspension or delisting action pending the hearing. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with Nasdaq IM-5101-2, and maintain compliance with other Nasdaq listing requirements.

 

On February 20, 2024 and March 20, 2024, the board of directors of the Company, approved a draw of an aggregate of $180,000 (the “Extension Funds”) pursuant to the 2024 Note which Extension Funds the Company deposited into the Company’s trust account for its public stockholders on February 20, 2024 and March 20, 2024. These deposits enabled the Company to extend the date by which it must complete its initial business combination from February 20, 2024 to March 20, 2024 and from March 20, 2024 to April 20, 2024 (the “Extension”). The Extension is the second of eleven one-month extensions permitted under the Company’s amended and restated certificate of incorporation and provides the Company with additional time to complete its initial business combination.