2023 Q4 Form 10-K Financial Statement
#000141057824000372 Filed on April 01, 2024
Income Statement
Concept | 2023 Q4 | 2023 |
---|---|---|
Revenue | $0.00 | $0.00 |
YoY Change | ||
Cost Of Revenue | ||
YoY Change | ||
Gross Profit | ||
YoY Change | ||
Gross Profit Margin | ||
Selling, General & Admin | $481.4K | $2.107M |
YoY Change | -27.65% | -1.02% |
% of Gross Profit | ||
Research & Development | ||
YoY Change | ||
% of Gross Profit | ||
Depreciation & Amortization | ||
YoY Change | ||
% of Gross Profit | ||
Operating Expenses | $481.4K | $2.107M |
YoY Change | -27.65% | -1.02% |
Operating Profit | ||
YoY Change | ||
Interest Expense | $307.9K | $6.088M |
YoY Change | -87.76% | 40.99% |
% of Operating Profit | ||
Other Income/Expense, Net | $6.088M | |
YoY Change | 40.99% | |
Pretax Income | -$173.4K | $3.981M |
YoY Change | -109.37% | 81.84% |
Income Tax | -$2.640K | $1.553M |
% Of Pretax Income | 39.01% | |
Net Earnings | -$170.8K | $2.428M |
YoY Change | -114.1% | 56.6% |
Net Earnings / Revenue | ||
Basic Earnings Per Share | ||
Diluted Earnings Per Share | -$0.02 | $0.11 |
COMMON SHARES | ||
Basic Shares Outstanding | ||
Diluted Shares Outstanding |
Balance Sheet
Concept | 2023 Q4 | 2023 |
---|---|---|
SHORT-TERM ASSETS | ||
Cash & Short-Term Investments | $2.010K | $2.010K |
YoY Change | -99.37% | -99.37% |
Cash & Equivalents | $2.013K | |
Short-Term Investments | ||
Other Short-Term Assets | $84.68K | $84.68K |
YoY Change | -67.13% | -67.13% |
Inventory | ||
Prepaid Expenses | ||
Receivables | ||
Other Receivables | ||
Total Short-Term Assets | $139.7K | $139.7K |
YoY Change | -75.81% | -75.81% |
LONG-TERM ASSETS | ||
Property, Plant & Equipment | ||
YoY Change | ||
Goodwill | ||
YoY Change | ||
Intangibles | ||
YoY Change | ||
Long-Term Investments | $24.98M | $24.98M |
YoY Change | -91.61% | -91.61% |
Other Assets | $542.8K | $542.8K |
YoY Change | ||
Total Long-Term Assets | $25.52M | $25.52M |
YoY Change | -91.42% | -91.42% |
TOTAL ASSETS | ||
Total Short-Term Assets | $139.7K | $139.7K |
Total Long-Term Assets | $25.52M | $25.52M |
Total Assets | $25.66M | $25.66M |
YoY Change | -91.39% | -91.39% |
SHORT-TERM LIABILITIES | ||
YoY Change | ||
Accounts Payable | $481.0K | $481.0K |
YoY Change | 115.06% | 115.06% |
Accrued Expenses | $2.770M | $2.770M |
YoY Change | ||
Deferred Revenue | ||
YoY Change | ||
Short-Term Debt | $2.624M | $2.624M |
YoY Change | ||
Long-Term Debt Due | ||
YoY Change | ||
Total Short-Term Liabilities | $21.21M | $21.21M |
YoY Change | 36.07% | 36.07% |
LONG-TERM LIABILITIES | ||
Long-Term Debt | $0.00 | $0.00 |
YoY Change | ||
Other Long-Term Liabilities | ||
YoY Change | ||
Total Long-Term Liabilities | $0.00 | $0.00 |
YoY Change | ||
TOTAL LIABILITIES | ||
Total Short-Term Liabilities | $21.21M | $21.21M |
Total Long-Term Liabilities | $0.00 | $0.00 |
Total Liabilities | $21.21M | $21.21M |
YoY Change | 31.39% | 31.39% |
SHAREHOLDERS EQUITY | ||
Retained Earnings | -$20.53M | |
YoY Change | 82.5% | |
Common Stock | ||
YoY Change | ||
Preferred Stock | ||
YoY Change | ||
Treasury Stock (at cost) | ||
YoY Change | ||
Treasury Stock Shares | ||
Shareholders Equity | $4.444M | $4.444M |
YoY Change | ||
Total Liabilities & Shareholders Equity | $25.66M | $25.66M |
YoY Change | -91.39% | -91.39% |
Cashflow Statement
Concept | 2023 Q4 | 2023 |
---|---|---|
OPERATING ACTIVITIES | ||
Net Income | -$170.8K | $2.428M |
YoY Change | -114.1% | 56.6% |
Depreciation, Depletion And Amortization | ||
YoY Change | ||
Cash From Operating Activities | -$330.0K | -$4.356M |
YoY Change | -30.52% | 111.72% |
INVESTING ACTIVITIES | ||
Capital Expenditures | ||
YoY Change | ||
Acquisitions | ||
YoY Change | ||
Other Investing Activities | $40.00K | $278.6M |
YoY Change | -195.01% | |
Cash From Investing Activities | $40.00K | $278.6M |
YoY Change | -195.01% | |
FINANCING ACTIVITIES | ||
Cash Dividend Paid | ||
YoY Change | ||
Common Stock Issuance & Retirement, Net | -$277.2M | |
YoY Change | ||
Debt Paid & Issued, Net | ||
YoY Change | ||
Cash From Financing Activities | 289.1K | -274.6M |
YoY Change | -192.89% | |
NET CHANGE | ||
Cash From Operating Activities | -330.0K | -4.356M |
Cash From Investing Activities | 40.00K | 278.6M |
Cash From Financing Activities | 289.1K | -274.6M |
Net Change In Cash | -900.0 | -318.1K |
YoY Change | -99.81% | -206.7% |
FREE CASH FLOW | ||
Cash From Operating Activities | -$330.0K | -$4.356M |
Capital Expenditures | ||
Free Cash Flow | ||
YoY Change |
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CY2022 | us-gaap |
Proceeds From Repayments Of Related Party Debt
ProceedsFromRepaymentsOfRelatedPartyDebt
|
-145000 | |
CY2023 | us-gaap |
Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
|
2624070 | |
CY2022 | ppya |
Net Proceeds From Initial Public Offering
NetProceedsFromInitialPublicOffering
|
282500000 | |
CY2022 | us-gaap |
Proceeds From Issuance Of Private Placement
ProceedsFromIssuanceOfPrivatePlacement
|
13655000 | |
CY2022 | us-gaap |
Payments Of Stock Issuance Costs
PaymentsOfStockIssuanceCosts
|
404600 | |
CY2023 | us-gaap |
Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
|
-274589301 | |
CY2022 | us-gaap |
Net Cash Provided By Used In Financing Activities
NetCashProvidedByUsedInFinancingActivities
|
295605400 | |
CY2023 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
|
-318054 | |
CY2022 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Including Exchange Rate Effect
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect
|
298076 | |
CY2022Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
320067 | |
CY2021Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
21991 | |
CY2023Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
2013 | |
CY2022Q4 | us-gaap |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents
CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents
|
320067 | |
CY2023 | us-gaap |
Income Taxes Paid Net
IncomeTaxesPaidNet
|
2692000 | |
CY2022 | us-gaap |
Income Taxes Paid Net
IncomeTaxesPaidNet
|
57000 | |
CY2022 | ppya |
Deferred Underwriting Commissions Payable
DeferredUnderwritingCommissionsPayable
|
15125000 | |
CY2022 | ppya |
Initial Classification Of Common Stock Subject To Possible Redemption
InitialClassificationOfCommonStockSubjectToPossibleRedemption
|
293250000 | |
CY2023 | ppya |
Adjustments To Additional Paid In Capital Excise Tax Payable
AdjustmentsToAdditionalPaidInCapitalExciseTaxPayable
|
2770478 | |
CY2023 | ppya |
Accretion For Class Common Stock To Redemption Value
AccretionForClassCommonStockToRedemptionValue
|
8939746 | |
CY2022 | ppya |
Accretion For Class Common Stock To Redemption Value
AccretionForClassCommonStockToRedemptionValue
|
32719742 | |
CY2023 | us-gaap |
Nature Of Operations
NatureOfOperations
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;">Note 1 — Description of Organization, Business Operations and Liquidity</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Papaya Growth Opportunity Corp. I (the “Company”) was incorporated in Delaware on October 8, 2021. The Company is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of December 31, 2023, the Company had not commenced any operations. All activity from October 8, 2021 (inception) through December 31, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below and, since the IPO, the search for a prospective Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO held in the Trust Account (defined below).The registration statement for the Company’s IPO was declared effective on January 13, 2022. On January 19, 2022, the Company consummated the IPO of 25,000,000 units (“Units”), including shares of Class A common stock in the Units offered (the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the IPO, the Company consummated the sale of 1,290,500 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Papaya Growth Opportunity I Sponsor, LLC (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), and J.V.B. Financial Group, LLC on behalf of its Cohen & Company Capital Markets division (“CCM”), generating gross proceeds of $12,905,000 which is described in Note 4.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the IPO and the sale of the Private Placement Units, the Company consummated the sale of 3,750,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $37,500,000. Simultaneously with the exercise of the overallotment, the Company consummated the private placement of an additional 75,000 Private Placement Units to the Sponsor, generating gross proceeds of $750,000.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Offering costs for the IPO and sale of the Private Placement Units and Overallotment Units amounted to $20,697,498, consisting of $5,000,000 of upfront underwriting fees, $15,125,000 of deferred underwriting fees payable (which are held in the Trust Account), and $572,498 of other offering costs. As described in Note 6, the $15,125,000 of deferred underwriting fees payable is contingent upon the consummation of a Business Combination by up to January 19, 2025, 36 months from the closing of the IPO, subject to the terms of the underwriting agreement.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Following the closing of the IPO and the sale of the Private Placement Units and Overallotment Units, $293,250,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO, Overallotment Units, and the Private Placement Units was placed in a trust account (“Trust Account”). The amounts placed in the Trust Account are invested in (i) interest - bearing bank demand deposit accounts, (ii) uninvested, (iii) U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or (iv) money market funds selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3), (d)(4) and (d)(5) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units and Overallotment Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance the Company will be able to successfully effect a Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) Subtopic 10-S99, redemption provisions not solely within the control of a company require Class A common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., Public Warrants as defined in Note 3), the initial carrying value of the Public Shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20 “Debt with Conversion and other Options”. The Public Shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Placement Shares (as defined in Note 4), Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Notwithstanding the foregoing, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares sold in the IPO, without the prior consent of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s Sponsor, officers and directors (the “Initial Stockholders”) have agreed not to propose an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Stockholders with the opportunity to redeem their shares of Class A common stock in conjunction with any such amendment.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On April 12, 2023, the Company’s stockholders approved an amendment (the “Extension Amendment”) to the Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination up to six (6) times for an additional one (1) month each time, from April 19, 2023 to October 19, 2023 (which is 21 months from the closing of the IPO).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On August 30, 2023, the Company’s stockholders approved an amendment to the Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination up to four (4) times for an additional (1) month each time from October 19, 2023 to February 19, 2024 by depositing into the Company’s trust account for each one-month extension the lesser of (a) $30,000 and (b) $0.03 for each then outstanding share after giving effect to any redemptions.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On December 7, 2023, Papaya Growth Opportunity Corp. I, a Delaware corporation (the “Company”), received a letter (the “Letter”) from the staff at The Nasdaq Global Market (“Nasdaq”) notifying the Company that, for the 30 consecutive trading days prior to the date of the Letter, the Company’s common stock had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on Nasdaq. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On February 16, 2024, the Company’s stockholders approved an amendment to the Certificate of Incorporation to extend the date by which the Company must consummate an initial business combination up to eleven (11) times for an additional (1) month each time from February 19, 2024 to January 19, 2025 by depositing into the Company’s trust account for each one-month extension the lesser of (a) $30,000 and (b) $0.02 for each then outstanding share after giving effect to any redemptions. If a Business Combination is not consummated by January 19, 2025, which is 36 months from the closing of the IPO, in compliance with the requirements set forth in the Certificate of Incorporation for such an extension (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:Hidden_yCN9RJVquEaHuZkhfyYwZw;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay (a) its income and franchise taxes and (b) up to $100,000 of dissolution expenses, if any, divided by the number of then outstanding Public Shares, whose redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares (as defined in Note 5) and the Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to the deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only the $10.20 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><b style="font-style:normal;font-weight:bold;">Liquidity, Going Concern, and Management’s Plan</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that the Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs and there is no guarantee that the Company will receive such funds. As of December 31, 2023, the Company does not have sufficient working capital and will need to borrow additional funds from its Sponsor in order to fund its operations through one year from the date of this filing. As of December 31, 2023, the Company had cash of $2,013 and a working capital deficit of $609,268. As of the date of the financial statements, $224,000 has been drawn from the $1.2 million promissory note provided from the Sponsor on February 16, 2024.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution described in Note 1, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until January 19, 2025, 36 months from the closing of the IPO, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination during the specified period. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination by January 19, 2025, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination prior to January 19, 2025.</p> | |
CY2023 | ppya |
Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
|
1 | |
CY2022Q1 | ppya |
Sale Of Stock Offering Costs
SaleOfStockOfferingCosts
|
20697498 | |
CY2022Q1 | ppya |
Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
|
5000000 | |
CY2022Q1 | ppya |
Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
|
15125000 | |
CY2022Q1 | ppya |
Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
|
572498 | |
CY2022Q1 | ppya |
Aggregate Deferred Underwriting Fee Payable
AggregateDeferredUnderwritingFeePayable
|
15125000 | |
CY2023 | ppya |
Months To Complete Business Combination
MonthsToCompleteBusinessCombination
|
P36M | |
CY2022Q1 | ppya |
Payments For Investment Of Cash In Trust Account
PaymentsForInvestmentOfCashInTrustAccount
|
293250000 | |
CY2022Q1 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
|
10.20 | |
CY2023 | ppya |
Investments Maximum Maturity Term
InvestmentsMaximumMaturityTerm
|
P185D | |
CY2023 | ppya |
Condition For Future Business Combination Use Of Proceeds Percentage
ConditionForFutureBusinessCombinationUseOfProceedsPercentage
|
80 | |
CY2023 | ppya |
Condition For Future Business Combination Threshold Percentage Ownership
ConditionForFutureBusinessCombinationThresholdPercentageOwnership
|
50 | |
CY2023Q4 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
|
10.20 | |
CY2023 | ppya |
Threshold Percentage Of Public Shares Subject To Redemption Without Company Prior Written Consent
ThresholdPercentageOfPublicSharesSubjectToRedemptionWithoutCompanyPriorWrittenConsent
|
0.15 | |
CY2023 | ppya |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | |
CY2023Q2 | ppya |
Months To Complete Business Combination
MonthsToCompleteBusinessCombination
|
P21M | |
CY2023Q3 | ppya |
Business Combination Conditions Deposits In Trust Account Maximum
BusinessCombinationConditionsDepositsInTrustAccountMaximum
|
30000 | |
CY2023Q3 | ppya |
Business Combination Conditions Maximum Deposits In Trust Account Per Share Of Outstanding Share Net Of Redemptions
BusinessCombinationConditionsMaximumDepositsInTrustAccountPerShareOfOutstandingShareNetOfRedemptions
|
0.03 | |
CY2023Q4 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
|
10.20 | |
CY2023Q4 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
2013 | |
CY2023Q4 | ppya |
Working Capital Deficit
WorkingCapitalDeficit
|
609268 | |
CY2023 | ppya |
Months To Complete Business Combination
MonthsToCompleteBusinessCombination
|
P36M | |
CY2023 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><b style="font-style:normal;font-weight:bold;">Use of Estimates</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.</p> | |
CY2023Q4 | us-gaap |
Cash Equivalents At Carrying Value
CashEquivalentsAtCarryingValue
|
0 | |
CY2023Q4 | us-gaap |
Assets Held In Trust
AssetsHeldInTrust
|
24976375 | |
CY2022Q4 | us-gaap |
Assets Held In Trust
AssetsHeldInTrust
|
297568272 | |
CY2023Q4 | ppya |
Assets Held In Trust Account In Cash Number Of Financial Institutions
AssetsHeldInTrustAccountInCashNumberOfFinancialInstitutions
|
1 | |
CY2023Q3 | us-gaap |
Temporary Equity Redemption Price Per Share
TemporaryEquityRedemptionPricePerShare
|
10.6897 | |
CY2023 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><b style="font-style:normal;font-weight:bold;">Concentration of Credit Risk</b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of December 31, 2023, and December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.</p> | |
CY2023 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.2794 | |
CY2022 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.2984 | |
CY2023Q4 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
0 | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
|
0 | |
CY2023 | us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
1800000 | |
CY2022 | us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
57000 | |
CY2023 | us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
851000 | |
CY2022 | us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
27000 | |
CY2023 | us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
-1097826 | |
CY2022 | us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
555020 | |
CY2023 | us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
1553174 | |
CY2022 | us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
639020 | |
CY2023Q4 | ppya |
Deferred Tax Assets Start Up Costs
DeferredTaxAssetsStartUpCosts
|
542806 | |
CY2023Q4 | us-gaap |
Deferred Tax Assets Gross
DeferredTaxAssetsGross
|
542806 | |
CY2022Q4 | us-gaap |
Deferred Tax Liabilities
DeferredTaxLiabilities
|
555020 | |
CY2023Q4 | us-gaap |
Deferred Tax Assets Liabilities Net
DeferredTaxAssetsLiabilitiesNet
|
542806 | |
CY2022Q4 | us-gaap |
Deferred Tax Liabilities
DeferredTaxLiabilities
|
555020 | |
CY2023 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.1910 | |
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.2100 | |
CY2023 | us-gaap |
Effective Income Tax Rate Reconciliation State And Local Income Taxes
EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes
|
0.0884 | |
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation State And Local Income Taxes
EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes
|
0.0884 | |
CY2023 | us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
0.0000 | |
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
0.0000 | |
CY2023 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.2794 | |
CY2022 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.2984 | |
CY2023 | ppya |
Number Of Shares Issued Per Unit
NumberOfSharesIssuedPerUnit
|
2 | |
CY2023 | ppya |
Number Of Shares Issued Per Unit
NumberOfSharesIssuedPerUnit
|
2 | |
CY2022 | us-gaap |
Share Based Compensation
ShareBasedCompensation
|
0 | |
CY2023 | us-gaap |
Share Based Compensation
ShareBasedCompensation
|
0 | |
CY2021Q4 | us-gaap |
Stockholders Equity Note Stock Split Conversion Ratio1
StockholdersEquityNoteStockSplitConversionRatio1
|
1.0102482 | |
CY2023 | ppya |
Underwriting Cash Discount Per Unit
UnderwritingCashDiscountPerUnit
|
0.50 | |
CY2023 | ppya |
Aggregate Underwriter Cash Discount
AggregateUnderwriterCashDiscount
|
12500000 | |
CY2023Q4 | ppya |
Deferred Fee Per Unit
DeferredFeePerUnit
|
0.70 | |
CY2023 | ppya |
Aggregate Deferred Underwriting Fee Payable
AggregateDeferredUnderwritingFeePayable
|
15125000 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2023Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | |
CY2022Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2023Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
0 | |
CY2023Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
0 | |
CY2023Q4 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
2013 | |
CY2022Q4 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
320067 | |
CY2023Q4 | ppya |
Maturity Term Of Funds Held In Government Treasury Obligations
MaturityTermOfFundsHeldInGovernmentTreasuryObligations
|
P90D |