2023 Q4 Form 10-K Financial Statement
#000121390024028037 Filed on March 29, 2024
Income Statement
Concept | 2023 Q4 | 2023 | 2022 Q4 |
---|---|---|---|
Revenue | $0.00 | $0.00 | $0.00 |
YoY Change | |||
Cost Of Revenue | |||
YoY Change | |||
Gross Profit | |||
YoY Change | |||
Gross Profit Margin | |||
Selling, General & Admin | |||
YoY Change | |||
% of Gross Profit | |||
Research & Development | |||
YoY Change | |||
% of Gross Profit | |||
Depreciation & Amortization | |||
YoY Change | |||
% of Gross Profit | |||
Operating Expenses | $110.9K | $543.5K | $0.00 |
YoY Change | |||
Operating Profit | -$543.5K | ||
YoY Change | 13420.8% | ||
Interest Expense | $1.004M | $2.615M | |
YoY Change | |||
% of Operating Profit | |||
Other Income/Expense, Net | $0.00 | $2.408M | |
YoY Change | |||
Pretax Income | $893.3K | $1.864M | $0.00 |
YoY Change | |||
Income Tax | $210.3K | $517.0K | |
% Of Pretax Income | 23.54% | 27.73% | |
Net Earnings | $683.0K | $1.347M | $0.00 |
YoY Change | |||
Net Earnings / Revenue | |||
Basic Earnings Per Share | $0.19 | ||
Diluted Earnings Per Share | $0.08 | $0.19 | $0.00 |
COMMON SHARES | |||
Basic Shares Outstanding | |||
Diluted Shares Outstanding | 7.221M shares |
Balance Sheet
Concept | 2023 Q4 | 2023 | 2022 Q4 |
---|---|---|---|
SHORT-TERM ASSETS | |||
Cash & Short-Term Investments | $607.8K | $607.8K | $30.00K |
YoY Change | 1926.07% | 1926.07% | 0.0% |
Cash & Equivalents | $607.8K | $34.39K | |
Short-Term Investments | |||
Other Short-Term Assets | $141.9K | $141.9K | $0.00 |
YoY Change | -100.0% | ||
Inventory | |||
Prepaid Expenses | $141.9K | $2.083K | |
Receivables | |||
Other Receivables | |||
Total Short-Term Assets | $749.8K | $749.8K | $36.48K |
YoY Change | 1955.47% | 1774.38% | -27.05% |
LONG-TERM ASSETS | |||
Property, Plant & Equipment | |||
YoY Change | |||
Goodwill | |||
YoY Change | |||
Intangibles | |||
YoY Change | |||
Long-Term Investments | $72.99M | $72.99M | |
YoY Change | |||
Other Assets | $25.68K | $25.68K | $270.0K |
YoY Change | -90.49% | -90.49% | |
Total Long-Term Assets | $73.02M | $73.02M | $265.4K |
YoY Change | 27415.78% | 27984.83% | |
TOTAL ASSETS | |||
Total Short-Term Assets | $749.8K | $749.8K | $36.48K |
Total Long-Term Assets | $73.02M | $73.02M | $265.4K |
Total Assets | $73.77M | $73.77M | $301.9K |
YoY Change | 24339.15% | 24490.1% | 503.71% |
SHORT-TERM LIABILITIES | |||
YoY Change | |||
Accounts Payable | $238.8K | $238.8K | |
YoY Change | |||
Accrued Expenses | $75.00K | $75.00K | $1.290K |
YoY Change | 5713.95% | 25.0% | |
Deferred Revenue | |||
YoY Change | |||
Short-Term Debt | $321.6K | $321.6K | $230.0K |
YoY Change | 39.82% | 39.82% | |
Long-Term Debt Due | |||
YoY Change | |||
Total Short-Term Liabilities | $942.3K | $942.3K | $282.0K |
YoY Change | 234.08% | 236.52% | 464.08% |
LONG-TERM LIABILITIES | |||
Long-Term Debt | $0.00 | $0.00 | $0.00 |
YoY Change | |||
Other Long-Term Liabilities | $2.070M | $2.070M | |
YoY Change | |||
Total Long-Term Liabilities | $2.070M | $2.070M | $0.00 |
YoY Change | |||
TOTAL LIABILITIES | |||
Total Short-Term Liabilities | $942.3K | $942.3K | $282.0K |
Total Long-Term Liabilities | $2.070M | $2.070M | $0.00 |
Total Liabilities | $3.222M | $3.222M | $282.0K |
YoY Change | 1042.53% | 1050.86% | 464.08% |
SHAREHOLDERS EQUITY | |||
Retained Earnings | -$1.677M | -$5.187K | |
YoY Change | 32236.03% | ||
Common Stock | |||
YoY Change | |||
Preferred Stock | |||
YoY Change | |||
Treasury Stock (at cost) | |||
YoY Change | |||
Treasury Stock Shares | |||
Shareholders Equity | -$1.677M | $70.55M | $19.81K |
YoY Change | |||
Total Liabilities & Shareholders Equity | $73.77M | $73.77M | $301.9K |
YoY Change | 24339.15% | 24490.1% | 503.71% |
Cashflow Statement
Concept | 2023 Q4 | 2023 | 2022 Q4 |
---|---|---|---|
OPERATING ACTIVITIES | |||
Net Income | $683.0K | $1.347M | $0.00 |
YoY Change | |||
Depreciation, Depletion And Amortization | |||
YoY Change | |||
Cash From Operating Activities | -$64.20K | -$471.5K | $0.00 |
YoY Change | -2457.64% | -100.0% | |
INVESTING ACTIVITIES | |||
Capital Expenditures | |||
YoY Change | |||
Acquisitions | |||
YoY Change | |||
Other Investing Activities | $0.00 | -$70.38M | |
YoY Change | |||
Cash From Investing Activities | $0.00 | -$70.38M | |
YoY Change | |||
FINANCING ACTIVITIES | |||
Cash Dividend Paid | |||
YoY Change | |||
Common Stock Issuance & Retirement, Net | |||
YoY Change | |||
Debt Paid & Issued, Net | |||
YoY Change | |||
Cash From Financing Activities | -3.500K | $71.42M | 0.000 |
YoY Change | -714349.5% | -100.0% | |
NET CHANGE | |||
Cash From Operating Activities | -64.20K | -$471.5K | 0.000 |
Cash From Investing Activities | 0.000 | -$70.38M | |
Cash From Financing Activities | -3.500K | $71.42M | 0.000 |
Net Change In Cash | -67.70K | $573.4K | 0.000 |
YoY Change | 5634.23% | -100.0% | |
FREE CASH FLOW | |||
Cash From Operating Activities | -$64.20K | -$471.5K | $0.00 |
Capital Expenditures | |||
Free Cash Flow | |||
YoY Change |
Facts In Submission
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2023-12-31 | |
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New York | |
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10022 | |
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NatureOfOperations
|
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 1.35pt 0pt 0"><b>NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</b></p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trailblazer Merger Corporation I (the “Company”) is a blank check company incorporated in Delaware on November 12, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).</p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 1.35pt 0pt 0"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company is not limited to a particular industry or geographic location 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. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus the search for a target business on companies operating in the technology industry.</p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As of December 31, 2023, the Company had not yet commenced any operations. All activity for the period November 12, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.</p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The registration statement for the Company’s Initial Public Offering was declared effective on March 28, 2023. On March 31, 2023, the Company consummated the Initial Public Offering of 6,900,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000 which is described in Note 3.</p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 394,500 units (the “Placement Units”) at a price of $10.00 per Placement Unit, in a private placement to Trailblazer Sponsor Group, LLC (the “Sponsor”), generating gross proceeds of $3,945,000, which is described in Note 4.</p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transaction costs amounted to $3,971,262 consisting of $1,035,000 of cash underwriting discount, $2,070,000 of deferred underwriting fees, and $866,262 of other offering costs. The allocated value of transaction costs to Class A common stock amounted to $89,233.</p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Following the closing of the Initial Public Offering on March 31, 2023, an amount of $70,380,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Placement Units was placed in a trust account (the “Trust Account”) and invested in 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 in any open-ended investment company that holds itself out as a money market fund meeting the conditions 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 or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.</p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination 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 of 1940. There is no assurance that the Company will be able to successfully effect a Business Combination.</p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company will provide its 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, solely in its discretion. 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 anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).</p> <p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If the Company seeks stockholder approval, it will only proceed with a Business Combination, if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), which will be filed prior to the Initial Public Offering, increase the number of authorized shares, conduct the redemptions pursuant to the tender offer rules of the U.S. 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 law, 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 Founder Shares (as defined in Note 5), placement shares (shares of Class A common stock included in the Placement Units) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.</p><p style="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated 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, without the prior consent of the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months, if we extend the time to complete a business combination as described in this prospectus) and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company will have until 12 months from the closing of the Initial Public Offering, or until March 31, 2024, to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may, by resolution of its Board of Directors and if requested by the Sponsor, extend the period of time the Company has to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 18 months), provided that, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation and the trust agreement entered into between the Company and Continental Stock Transfer & Trust Company in connection with the Initial Public Offering, in order for the time available for the Company to consummate a Business Combination to be extended, the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable deadline, must deposit into the trust account $690,000 in full, (or $0.10 per share) for each extension, on or prior to the date of the applicable deadline. If the Company is unable to complete a Business Combination within 12 months (or 18 month period if extended) (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 ten 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 its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="text-align: justify; margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">On February 29, 2024, the board of directors approved the exercise by the Company of the automatic extension of the time the Company has to complete a business combination by an additional three months to June 30, 2024 (see Note 10).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="text-align: justify; margin: 0pt 0; font: 10pt Times New Roman, Times, Serif">On March 28, 2024, the Sponsor deposited $ 690,000 into the Company’s trust account in order to extend the date by which the Company has to consummate a business combination from March 31, 2024 to June 30, 2024 (see Note 10).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in 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 assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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 third party 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 to below (1) $10.20 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering 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 (except the Company’s independent registered public accounting firm), 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: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i> </i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Going Concern Consideration</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor issuance of Founder Shares and loan proceeds from the Sponsor under the Promissory Note (as defined in Note 5). Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the Initial Public Offering and the sale of the Placement Units in a private placement.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Placement Units. As of December 31, 2023 and 2022, there was no amount outstanding under the Working Capital Loan.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“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 Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least <span style="-sec-ix-hidden: hidden-fact-74">one</span> year from the date that the financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, the Company has until June 30, 2024 (as extended, or September 30, 2024 if we extend the period of time to consummate a Business Combination by the full amount of time) to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by June 30, 2024 (or September 30, 2024, if extended by the full amount of time), there will be a mandatory liquidation and subsequent dissolution. Management has determined that mandatory liquidation, should a Business Combination not occur, and an extension not be approved by the stockholders of the Company, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 30, 2024 (or September 30, 2024, if extended by the full amount of time). The Company intends to continue to search for and seek to complete a Business Combination before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Annual Report on Form 10-K.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Inflation Reduction Act of 2022</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.</p> | |
CY2023Q4 | tbmcu |
Transaction Costs
TransactionCosts
|
3971262 | usd |
CY2023 | tbmcu |
Underwriter Cash Discount
UnderwriterCashDiscount
|
1035000 | usd |
CY2023 | tbmcu |
Deferred Underwriting Fees
DeferredUnderwritingFees
|
2070000 | usd |
CY2023Q4 | us-gaap |
Deferred Offering Costs
DeferredOfferingCosts
|
866262 | usd |
CY2023 | us-gaap |
Adjustments To Additional Paid In Capital Stock Issued Issuance Costs
AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts
|
89233 | usd |
CY2023 | tbmcu |
Threshold Minimum Aggregate Fair Market Value As Percentage Of Assets Held In Trust Account
ThresholdMinimumAggregateFairMarketValueAsPercentageOfAssetsHeldInTrustAccount
|
0.80 | pure |
CY2023 | tbmcu |
Threshold Percentage Of Outstanding Voting Securities Of Target To Be Acquired By Post Transaction Company To Complete Business Combination
ThresholdPercentageOfOutstandingVotingSecuritiesOfTargetToBeAcquiredByPostTransactionCompanyToCompleteBusinessCombination
|
0.50 | pure |
CY2023Q4 | us-gaap |
Shares Issued Price Per Share
SharesIssuedPricePerShare
|
10.2 | |
CY2023 | tbmcu |
Threshold Percentage Of Public Shares Subject To Redemption Without Companys Prior Written Consent
ThresholdPercentageOfPublicSharesSubjectToRedemptionWithoutCompanysPriorWrittenConsent
|
0.15 | pure |
CY2023 | tbmcu |
Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
PercentageObligationToRedeemPublicSharesIfEntityDoesNotCompleteBusinessCombination
|
1 | pure |
CY2023 | tbmcu |
Investment Of Cash Into Trust Account
InvestmentOfCashIntoTrustAccount
|
690000 | usd |
CY2023 | tbmcu |
Maximum Net Interest To Pay Dissolution Expenses
MaximumNetInterestToPayDissolutionExpenses
|
100000 | usd |
CY2022Q3 | tbmcu |
Percentage Of Excise Tax
PercentageOfExciseTax
|
0.01 | pure |
CY2023 | tbmcu |
Percentage Of Excise Tax
PercentageOfExciseTax
|
0.01 | pure |
CY2023 | us-gaap |
Use Of Estimates
UseOfEstimates
|
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Use of Estimates</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of the financial statements in conformity with GAAP requires 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.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.</p> | |
CY2023Q4 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
607816 | usd |
CY2022Q4 | us-gaap |
Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
|
34393 | usd |
CY2023 | us-gaap |
Payments Of Stock Issuance Costs
PaymentsOfStockIssuanceCosts
|
581635 | usd |
CY2022 | us-gaap |
Payments Of Stock Issuance Costs
PaymentsOfStockIssuanceCosts
|
209627 | usd |
CY2023 | us-gaap |
Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
|
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><b><i>Concentration of Credit Risk</i></b></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on this account.</p> | |
CY2023 | us-gaap |
Federal Deposit Insurance Corporation Premium Expense
FederalDepositInsuranceCorporationPremiumExpense
|
250000 | usd |
CY2023 | us-gaap |
Stock Issued During Period Shares New Issues
StockIssuedDuringPeriodSharesNewIssues
|
1940624 | shares |
CY2023Q4 | us-gaap |
Investment Company Voluntary Payment By Affiliate Loss Reimbursement
InvestmentCompanyVoluntaryPaymentByAffiliateLossReimbursement
|
3545 | usd |
CY2023 | tbmcu |
Underwriters Option Period From Date Of Initial Public Offering
UnderwritersOptionPeriodFromDateOfInitialPublicOffering
|
P45Y | |
CY2023 | tbmcu |
Underwriter Cash Discount
UnderwriterCashDiscount
|
1035000 | usd |
CY2023 | tbmcu |
Underwriters Fees As Percentage Of Total Consideration
UnderwritersFeesAsPercentageOfTotalConsideration
|
0.015 | pure |
CY2023Q4 | us-gaap |
Share Price
SharePrice
|
10 | |
CY2023Q4 | us-gaap |
Provision For Loss On Contracts
ProvisionForLossOnContracts
|
50000 | usd |
CY2023Q4 | us-gaap |
Product Liability Contingency Loss Exposure In Excess Of Accrual Best Estimate
ProductLiabilityContingencyLossExposureInExcessOfAccrualBestEstimate
|
50000 | usd |
CY2023Q4 | us-gaap |
Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
|
1000000 | shares |
CY2023Q4 | us-gaap |
Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
|
0.0001 | |
CY2023Q4 | us-gaap |
Deferred Costs And Other Assets
DeferredCostsAndOtherAssets
|
82679 | usd |
CY2022Q4 | us-gaap |
Deferred Costs And Other Assets
DeferredCostsAndOtherAssets
|
672 | usd |
CY2023Q4 | us-gaap |
Deferred Tax Liabilities Unrealized Gains On Trading Securities
DeferredTaxLiabilitiesUnrealizedGainsOnTradingSecurities
|
210152 | usd |
CY2023Q4 | tbmcu |
Deferred Taxliability Asset Net
DeferredTaxliabilityAssetNet
|
127473 | usd |
CY2022Q4 | tbmcu |
Deferred Taxliability Asset Net
DeferredTaxliabilityAssetNet
|
-672 | usd |
CY2023Q4 | us-gaap |
Deferred Tax Assets Net
DeferredTaxAssetsNet
|
82679 | usd |
CY2022Q4 | us-gaap |
Deferred Tax Assets Net
DeferredTaxAssetsNet
|
672 | usd |
CY2023Q4 | us-gaap |
Deferred Tax Assets Liabilities Net
DeferredTaxAssetsLiabilitiesNet
|
210152 | usd |
CY2023 | us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
306834 | usd |
CY2023 | us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
128145 | usd |
CY2022 | us-gaap |
Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
|
-672 | usd |
CY2023 | us-gaap |
Income Tax Reconciliation Change In Deferred Tax Assets Valuation Allowance
IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
82007 | usd |
CY2022 | us-gaap |
Income Tax Reconciliation Change In Deferred Tax Assets Valuation Allowance
IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
672 | usd |
CY2023 | us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
516986 | usd |
CY2023 | us-gaap |
Income Tax Reconciliation Change In Deferred Tax Assets Valuation Allowance
IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
82007 | usd |
CY2022 | us-gaap |
Income Tax Reconciliation Change In Deferred Tax Assets Valuation Allowance
IncomeTaxReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
672 | usd |
CY2023 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.21 | pure |
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
|
0.21 | pure |
CY2023 | us-gaap |
Effective Income Tax Rate Reconciliation Share Based Compensation Excess Tax Benefit Percent
EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitPercent
|
0.023 | pure |
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation Share Based Compensation Excess Tax Benefit Percent
EffectiveIncomeTaxRateReconciliationShareBasedCompensationExcessTaxBenefitPercent
|
0 | pure |
CY2023 | us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
0.044 | pure |
CY2022 | us-gaap |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
|
-0.167 | pure |
CY2023 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.277 | pure |
CY2022 | us-gaap |
Effective Income Tax Rate Continuing Operations
EffectiveIncomeTaxRateContinuingOperations
|
0.043 | pure |
CY2023Q4 | us-gaap |
Cash
Cash
|
152 | usd |
CY2023 | tbmcu |
Median Market Price Of Right
MedianMarketPriceOfRight
|
0.108 | |
CY2023Q4 | us-gaap |
Deferred Costs
DeferredCosts
|
usd | |
CY2022Q4 | us-gaap |
Marketable Securities Noncurrent
MarketableSecuritiesNoncurrent
|
usd | |
CY2022Q4 | us-gaap |
Taxes Payable Current
TaxesPayableCurrent
|
usd | |
CY2022Q4 | us-gaap |
Deferred Tax And Other Liabilities Noncurrent
DeferredTaxAndOtherLiabilitiesNoncurrent
|
usd | |
CY2022Q4 | tbmcu |
Deferred Underwriting Fee Payable Non Current
DeferredUnderwritingFeePayableNonCurrent
|
usd | |
CY2023Q4 | us-gaap |
Commitments And Contingencies
CommitmentsAndContingencies
|
usd | |
CY2022Q4 | us-gaap |
Preferred Stock Value
PreferredStockValue
|
usd | |
CY2023Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
shares | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
shares | |
CY2023Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
shares | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
shares | |
CY2023Q4 | us-gaap |
Additional Paid In Capital
AdditionalPaidInCapital
|
usd | |
CY2022 | us-gaap |
Investment Income Interest
InvestmentIncomeInterest
|
usd | |
CY2022 | us-gaap |
Nonoperating Income Expense
NonoperatingIncomeExpense
|
usd | |
CY2022 | us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
usd | |
CY2022 | us-gaap |
Share Based Compensation
ShareBasedCompensation
|
usd | |
CY2022 | us-gaap |
Investment Income Interest
InvestmentIncomeInterest
|
usd | |
CY2022 | us-gaap |
Marketable Securities Unrealized Gain Loss
MarketableSecuritiesUnrealizedGainLoss
|
usd | |
CY2022 | us-gaap |
Deferred Income Tax Expense Benefit
DeferredIncomeTaxExpenseBenefit
|
usd | |
CY2022 | us-gaap |
Increase Decrease In Prepaid Insurance
IncreaseDecreaseInPrepaidInsurance
|
usd | |
CY2022 | us-gaap |
Increase Decrease In Accrued Income Taxes Payable
IncreaseDecreaseInAccruedIncomeTaxesPayable
|
usd | |
CY2022 | tbmcu |
Payments For Investment Of Cash In Trust Account
PaymentsForInvestmentOfCashInTrustAccount
|
usd | |
CY2022 | us-gaap |
Net Cash Provided By Used In Investing Activities
NetCashProvidedByUsedInInvestingActivities
|
usd | |
CY2022 | us-gaap |
Proceeds From Issuance Initial Public Offering
ProceedsFromIssuanceInitialPublicOffering
|
usd | |
CY2022 | us-gaap |
Proceeds From Issuance Of Private Placement
ProceedsFromIssuanceOfPrivatePlacement
|
usd | |
CY2023 | us-gaap |
Proceeds From Related Party Debt
ProceedsFromRelatedPartyDebt
|
usd | |
CY2022 | us-gaap |
Repayments Of Notes Payable
RepaymentsOfNotesPayable
|
usd | |
CY2023 | us-gaap |
Stock Issued1
StockIssued1
|
usd | |
CY2022 | tbmcu |
Accretion Of Common Stock To Redemption Value
AccretionOfCommonStockToRedemptionValue
|
usd | |
CY2022 | tbmcu |
Deferred Underwriting Fee Payable
DeferredUnderwritingFeePayable
|
usd | |
CY2023 | tbmcu |
Financial Statement Term
FinancialStatementTerm
|
P1Y | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits
UnrecognizedTaxBenefits
|
usd | |
CY2023Q4 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
|
usd | |
CY2022Q4 | us-gaap |
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
|
usd | |
CY2023Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
shares | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Outstanding
PreferredStockSharesOutstanding
|
shares | |
CY2023Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
shares | |
CY2022Q4 | us-gaap |
Preferred Stock Shares Issued
PreferredStockSharesIssued
|
shares | |
CY2022Q4 | us-gaap |
Deferred Tax Liabilities Unrealized Gains On Trading Securities
DeferredTaxLiabilitiesUnrealizedGainsOnTradingSecurities
|
usd | |
CY2022Q4 | us-gaap |
Deferred Tax Assets Liabilities Net
DeferredTaxAssetsLiabilitiesNet
|
usd | |
CY2022 | us-gaap |
Current Federal Tax Expense Benefit
CurrentFederalTaxExpenseBenefit
|
usd | |
CY2023 | us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
usd | |
CY2022 | us-gaap |
Current State And Local Tax Expense Benefit
CurrentStateAndLocalTaxExpenseBenefit
|
usd | |
CY2023 | us-gaap |
Deferred State And Local Income Tax Expense Benefit
DeferredStateAndLocalIncomeTaxExpenseBenefit
|
usd | |
CY2022 | us-gaap |
Deferred State And Local Income Tax Expense Benefit
DeferredStateAndLocalIncomeTaxExpenseBenefit
|
usd | |
CY2022 | us-gaap |
Income Tax Expense Benefit
IncomeTaxExpenseBenefit
|
usd | |
CY2022Q4 | us-gaap |
Marketable Securities Noncurrent
MarketableSecuritiesNoncurrent
|
usd | |
CY2023 | dei |
Amendment Flag
AmendmentFlag
|
false | |
CY2023 | dei |
Document Fiscal Period Focus
DocumentFiscalPeriodFocus
|
FY | |
CY2023 | dei |
Entity Central Index Key
EntityCentralIndexKey
|
0001934945 |