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Warrant liabilities
3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Warrant Liabilities    
Warrant liabilities

Note 6—Warrant liabilities

 

At March 31, 2024 and December 31, 2023, the Company had a total of 20,500,000 warrants outstanding, including 10,000,000 Public Warrants and 10,500,000 Private Placement Warrants.

 

The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Company’s management has evaluated its warrants under ASC Subtopic 815-40, Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s warrants are not indexed to the Company’s shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Company accounts for its warrants as warrant liabilities.

 

The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 

Description  March 31,
2024
   Quoted Prices
in Active
Markets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Other
Unobservable
Inputs
(Level 3)
 
Warrant Liabilities:                    
Public Warrants  $300,000   $   $300,000   $ 
Private Placement Warrants  $315,000   $   $315,000   $ 
Warrant liabilities at March 31, 2024  $615,000   $   $615,000   $ 

 

Description  December 31,
2023
   Quoted Prices
in Active
Markets
(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
   Significant
Other
Unobservable
Inputs
(Level 3)
 
Warrant Liabilities:                    
Public Warrants  $300,000   $   $300,000   $ 
Private Placement Warrants  $315,000   $   $315,000   $ 
Warrant liabilities at December 31, 2023  $615,000   $   $615,000   $ 

 

During the three months ended March 31, 2024, the trading in the Company’s warrants remained less active and so the Company values its Public Warrants based on the significantly other observable inputs – Level 2 using the public trading price ($0.03 per warrant at both March 31, 2024 and December 31, 2023) as a guide. Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs – Level 2). The Company is required to record the warrants at fair value at each reporting period, with changes in fair value recognized in the statements of operations. Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

 

The warrant liabilities are not subject to qualified hedge accounting.

 

 

Note 6—Warrant liabilities

 

At December 31, 2023 and December 31, 2022, the Company had a total of 20,500,000 warrants outstanding, including 10,000,000 Public Warrants and 10,500,000 Private Placement Warrants.

 

The Company accounts for its warrants outstanding consistent with the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “Staff Statement”) issued on April 12, 2021 by the staff (the “Staff”) of the Division of Corporation Finance of the SEC. The Company’s management has evaluated its warrants under ASC Subtopic 815-40, Contracts in Entity’s Own Equity including the assistance of accounting and valuation consultants and concluded that the Company’s warrants are not indexed to the Company’s shares in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Company accounts for its warrants as warrant liabilities.

 

The following table presents information about the Company’s warrant liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

Description 

December 31,

2023

  

Quoted Prices

in Active

Markets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Other

Unobservable

Inputs

(Level 3)

 
Warrant Liabilities:                    
Public Warrants  $300,000   $            $300,000   $          
Private Placement Warrants  $315,000   $   $315,000   $ 
Warrant liabilities at December 31, 2023  $615,000   $   $615,000   $ 

 

Description 

December 31,

2022

  

Quoted Prices

in Active

Markets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Other

Unobservable

Inputs

(Level 3)

 
Warrant Liabilities:                    
Public Warrants  $300,000   $300,000   $   $          
Private Placement Warrants  $315,000   $   $315,000   $ 
Warrant liabilities at December 31, 2022  $615,000   $300,000   $315,000   $ 

 

 

At December 31, 2022, the Company valued its Public Warrants based on publicly observable inputs (Level 1 inputs) from the trading in the Public Warrants in an active market ($0.03 per warrant). During the year ended December 31, 2023, the trading in the Company’s warrants became less active. During 2023 (at June 30, 2023) the Company transferred the Public Warrants from Level 1 to Level 2 (significant other observable inputs) using the public trading price ($0.03 per warrant at December 31, 2023) as a guide. Since the Private Placement Warrants are substantially similar to the Public Warrants but do not trade, the Company valued them based on the value of the Public Warrants (significant other observable inputs – Level 2). The Company is required to record the warrants at fair value at each reporting period, with changes in fair value recognized in the statements of income. Transfers between Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs.

 

The warrant liabilities are not subject to qualified hedge accounting.