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Subsequent Events
12 Months Ended
Dec. 31, 2023
Subsequent Events  
Subsequent Events

Note 8 — Subsequent Events

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

On December 29, 2023, the Company redeemed 655,090 shares of Class A common for a total redemption amount of $7,035,905. These redemptions were paid on January 5, 2024.

On January 29, 2024, the Company issued an unsecured promissory note in the amount of up to $1,000,000 to the Sponsor. The proceeds of the Note may be drawn down from time to time prior to the Maturity Date upon request by the Company. The Note bears no interest and the principal balance is payable on the date of the consummation of the Company's initial business combination. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. No proceeds have been drawn against the Note.

On February 15, 2024, the Company entered into a Purchase and Sponsor Handover Agreement with Blufire Capital Limited, an Abu Dhabi private company limited by shares (the “New Sponsor”), and the Sponsor, pursuant to which, subject to satisfaction of certain conditions, (i) the Sponsor and anchor investors agreed to transfer and assign 3,020,202 shares of Common Stock and 3,875,000 warrants to purchase Common Stock in exchange for the New Sponsor assuming certain liabilities in an aggregate amount of approximately $500,000 of the Company and the Sponsor, including all ongoing expenses associated with and expected for the consummation of an initial business combination, costs and expenses incurred by the Company in the ordinary course of business or in connection with the transactions contemplated by the Purchase and Sponsor Handover Agreement, and $250,000 in cash payable upon the execution of a letter of intent to enter into a business combination by the Company with a potential target, and (ii) the New Sponsor agreed to become the sponsor of the Company (together, the “Sponsor Handover”). On March 5, 2024, the Company, the New Sponsor and the Sponsor entered into an amendment to the Purchase and Sponsor Handover Agreement (the “First Amendment”), pursuant to which the Sponsor Handover is conditioned on, among other things, (i) the underwriters of the Company’s initial public offering having in the aggregate either, at the Company’s option, (a) $3,000,000 in cash or (b) a number of shares of Common Stock equal to the greater of (1) 300,000 and (2) the quotient obtained by dividing (x) $3,000,000 by (y) the three-day VWAP (as defined in the First Amendment) of the Common Stock over the three trading days immediately preceding the date of the initial filing of the re-sale registration statement on Form S-1 or F-1 (or any successor form, as applicable) to register the re-sale of such securities.

On March 5, 2024, the Company and Cantor Fitzgerald & Co. ("Cantor") entered into a fee modification agreement (the "Cantor Fee Modification Agreement"), pursuant to which, among other things, Cantor agreed to accept, in lieu of payment of deferred underwriting commissions in an aggregate amount of $8,700,000 in cash (the "Cantor Deferred Fee") at the closing of the Company's initial business combination, either, in the Company's sole discretion, (1) a certain number of shares of the publicly traded common equity securities of the resulting public entity following the Company's initial business combination (the "New Common Stock") equal to the greater of (a) 290,000 and (b) the quotient obtained by dividing (x) $2,900,000 by (y) the VWAP (as defined in the Cantor Fee Modification Agreement) of the New Common Stock over the three trading days immediately preceding the date of the initial filing of the re - sale registration statement on Form S - 1 or F - 1 (or any successor form, as applicable) to register the re - sale of such securities (the "Cantor Fee Shares"), or (2) a non - refundable cash fee of $2,900,000. The Company's obligations to pay the remaining portion of the deferred Cantor Deferred Fee that would otherwise be payable to Cantor in the amount of $5,800,000 was forfeited by Cantor.

Also on March 5, 2024, the Company and Roth Capital Partners LLC ("Roth") entered into a fee modification agreement (the "Roth Fee Modification Agreement" and, together with the Cantor Fee Modification Agreement, the "Fee Modification Agreements"), pursuant to which, among other things, Roth agreed to accept, in lieu of payment of an aggregate cash amount of $300,000 (the "Roth Fee") in cash at the closing of the Company's initial business combination, either, in the Company's sole discretion, (1) a certain

number of shares of New Common Stock equal to the greater of (a) 10,000 and (b) the quotient obtained by dividing (x) $100,000 by (y) the VWAP (as defined in the Roth Fee Modification Agreement) of the New Common Stock over the three trading days immediately preceding the date of the initial filing of the re - sale registration statement on Form S - 1 or F - 1 (or any successor form, as applicable) to register the re - sale of such securities (the "Roth Fee Shares"), or (2) a non - refundable cash fee of $100,000. The Company's obligations to pay the remaining portion of the Roth Fee that would otherwise be payable to Roth in the amount of $200,000 was forfeited by Roth.

In addition to the Company's obligation to deliver, at its election in lieu of the non - refundable cash fees described above, the Cantor Fee Shares to Cantor and the Roth Fee Shares to Roth, free and clear of specified restrictions, the terms of the Fee Modification Agreements also include registration rights obligations on the part of the Company, which include obligations to use its best efforts to file a resale registration statement covering the Cantor Fee Shares and the Roth Fee Shares and to maintain the effectiveness thereof while Cantor continues to hold any Cantor Fee Shares or Roth continues to hold any Roth Fee Shares, in each case in accordance with the terms of the applicable Fee Modification Agreement.