Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 4 — Commitments and Contingencies

Registration and Stockholder Rights

The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in the Private Placement simultaneously with the closing of the IPO and the shares of Class A Common Stock underlying such Private Placement Warrants, (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans and (iv) the FPA Shares that may be purchased pursuant to the FPA, have registration rights to require the Company to register a sale of any of the Company’s securities held by the holders prior to the consummation of our initial Business Combination pursuant to a registration rights agreement executed in connection with the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of our initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter Agreement

The underwriters were entitled to a deferred underwriting commission of $0.50 on the first 10,000,000 Units sold in the IPO and $0.70 per Unit sold thereafter, or $6,050,000 in the aggregate. On August 28, 2023, the underwriters waived any right to receive the deferred underwriting commission and will therefore receive no additional underwriting commissions in connection with the closing of the Flybondi Business Combination. As a result, $6,050,000 was recorded to accumulated deficit in relation to the reduction of the deferred underwriter fee. As of September 30, 2023 and December 31, 2022, the deferred underwriting fee is $0 and $6,050,000, respectively.

The Company complies with ASC 405 and derecognized the deferred underwriting commission liability upon being released of the obligation by the underwriters. To account for the waiver of the deferred underwriting commission, the Company reduced the deferred underwriter commission liability to $0 and reversed the previously recorded cost of issuing the instruments in the IPO, which included a reduction in the accumulated deficit and increased income available to Class B Common Stock by $6,050,000, which was previously allocated to the Class A Common Stock subject to redemption and accretion recognized at the date of the IPO.

Anchor Investment

The Anchor Investors purchased an aggregate of approximately $60.8 million of the Units in the IPO at the public offering price. There can be no assurance that the Anchor Investors will retain their Units prior to or upon the consummation of the initial Business Combination. In addition, none of the Anchor Investors has any obligation to vote any of their Public Shares in favor of the initial Business Combination.

The Anchor Investors have not been granted any stockholder or other rights that are in addition to those granted to our other Public Stockholders and have only been issued equity interests in the Sponsor, with no right to control the Sponsor or vote or dispose of any securities held by the Sponsor. Further, unlike some anchor investor arrangements of other blank check companies, the Anchor Investors are not required to (i) hold any Units, Class A Common Stock or warrants they purchased in the IPO or thereafter for any amount of time, (ii) vote any shares of Class A Common Stock they may own at the applicable time in favor of an initial Business Combination or (iii) refrain from exercising their right to redeem their Public Shares at the time of an initial Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with respect to the Class A Common Stock underlying the Units they purchased in the IPO as the rights afforded to the other Public Stockholders.

Forward Purchase Shares

Crescent Park, which is one of the Anchor Investors, and Carnegie Park have agreed, pursuant to their respective FPAs entered into with the Company, to purchase up to 2,500,000 FPA Shares (in the case of Crescent Park) and up to 500,000 FPA Shares (in the case of Carnegie Park) at $10.00 per share (as such price per share may be reduced to $9.20 per share or further reduced to below $9.20 per share with respect to all or part of the FPA Shares that are purchased in the manner described below) for gross proceeds up to $30,000,000 in the aggregate if all of the FPA Shares are purchased at $10.00 per share (or up to $27,600,000 in the aggregate if all of the FPA Shares are purchased at $9.20 per share or up to a lower amount in the aggregate if all of the FPA Shares are purchased at less than $9.20 per share) in private placements that are to occur concurrently with the consummation of the initial Business Combination.

The price to be paid for the FPA Shares will be reduced to or below $9.20 per share in the following circumstances:

• to $9.20 if the aggregate purchase price paid by a Forward Purchaser at $10.00 per share would exceed the lesser of (i) a specified dollar amount and (ii) a specified percentage of the aggregate purchase price paid by the purchasers of the Class A Common Stock in a PIPE;

• and to below $9.20 if the price per share in any PIPE is less than $9.20 (in which case the price per share paid by the Forward Purchaser will be at an 8% discount from the price per share in such PIPE).

One of the Forward Purchasers and/or its affiliates purchased Units. If such Forward Purchaser and/or any of its affiliates sell more than 50% of the aggregate number of the Units purchased in the IPO or, following the separate trading of the Public Shares and the Public Warrants, the Public Shares that are a component of the Units that are purchased by Forward Purchaser or any of its affiliates in the IPO, in sales that are consummated on or prior to the initial Business Combination, then the price per share for the FPA Shares will remain at $10.00 per share for FPA Shares in an aggregate number equal to the number of public Units and Public Shares sold by the Forward Purchaser and/or its affiliates in such manner.

The following assumptions were utilized in the determination of fair value for the FPA liability:

• Each FPA Share is one share of the Class A Common Stock. No payment is due from the Forward Purchaser until immediately before the initial Business Combination. The purchase price is $10.00 per FPA Share, subject to the discounted purchase price. The discounted purchase price is either at $9.20 per share or at an 8% discount to the PIPE price if the PIPE is priced below $9.20.

• The conditions upon obtaining a $9.20 purchase price are within the control of the FPA Holder because the FPA holder will control the aggregate purchase price of the FPA Shares to be purchased by the FPA Holder and, in the case of the Forward Purchaser that is expected to purchase Units, such Forward Purchaser and its affiliates will control whether such Forward Purchaser and its affiliates sell or redeem more than 50% of the Units (or, following the separate trading of the Public Shares and the Public Warrants, the Public Shares) on or prior to the initial Business Combination. The FPA Holder that is expected to purchase Units is assumed to have no negative economic impact from not selling or redeeming more than 50% of the Units (or, following the separate trading of the Public Shares and the Public Warrants) on or prior to the initial Business Combination since such Forward Purchaser would be selling at market price, without knowledge of future pricing, so that not selling or redeeming and realizing the 8% discount to market price on its future purchase is actually a positive feature to such FPA Holder. Therefore, Management assumed that the likelihood of the FPA Holder to have a $10.00 purchase price is de minimis.

• Management assumed a PIPE would be priced below $9.20 per share only 5% of the time and would be priced at $9.00 per share when it is priced below $9.20 per share.

The purchase of FPA Shares by Crescent Park and Carnegie Park as the Forward Purchasers pursuant to their respective FPAs is subject to their respective internal approval processes and the other closing conditions set forth in their respective FPAs. Since the decision whether or not to purchase the FPA Shares will be in the sole discretion of the Forward Purchasers, there can be no assurance that such purchases will be consummated.

Each of the Forward Purchasers has the right to transfer all or a portion of its rights and obligation to purchase the FPA Shares to one or more transferees who are affiliates of the Forward Purchaser, subject to compliance with applicable securities laws. Any such transferee will be subject to the same terms and conditions under the relevant FPA. The FPA Shares will be identical to the shares of Class A Common Stock underlying the Units sold in the IPO, except that they will be subject to certain registration rights and transfer restrictions. The funds from the sale of the FPAs will be used as part of the consideration to the sellers in the initial Business Combination and any excess funds will be used for working capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their Public Shares and is intended to provide the Company with a minimum funding level for the initial Business Combination.

Excise Tax

In connection with the vote to amend the Amended and Restated Certificate of Incorporation at the First Special Meeting, holders of 8,470,059 shares of Class A Common Stock properly exercised their right to redeem their shares of Class A Common Stock for an aggregate redemption amount of $87,843,748. As such the Company has recorded a 1% Excise Tax liability in the amount of $878,437 on the accompanying condensed balance sheet as of September 30, 2023. The liability does not impact the accompanying unaudited condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

This Excise Tax liability can be offset by future share issuances within the same fiscal year, which will be evaluated and adjusted in the period in which the issuances occur. Should the Company liquidate prior to December 31, 2023, the Excise Tax liability will not be due.