Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | CORNER GROWTH ACQUISITION CORP. | ||
Entity Central Index Key | 0001829953 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39814 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Tax Identification Number | 98-1563902 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 251 Lytton Avenue | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Palo Alto | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94301 | ||
City Area Code | 650 | ||
Local Phone Number | 543-8180 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 4,493,337 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 688 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | COOLU | ||
Title of 12(b) Security | Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | ||
Security Exchange Name | NASDAQ | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | COOL | ||
Title of 12(b) Security | Class A Ordinary Shares included as part of the units | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 10,161,589 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 175,000 | ||
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | COOLW | ||
Title of 12(b) Security | Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 21,631 | $ 31,547 |
Prepaid expenses | 77,969 | 268,736 |
Total current assets | 99,600 | 300,283 |
Cash and marketable securities held in Trust Account | 4,553,517 | 15,489,507 |
Total Assets | 4,653,117 | 15,789,790 |
Current Liabilities | ||
Due to related party | 1,910,848 | 522,500 |
Due to shareholders | 0 | 3,262,655 |
Accrued expenses | 2,473,365 | 932,555 |
Total current liabilities | 4,384,213 | 4,717,710 |
Warrant liabilities | 1,297,866 | 628,000 |
Deferred underwriting fee payable | 7,000,000 | 4,000,000 |
Total Liabilities | 12,682,079 | 9,345,710 |
COMMITMENTS AND CONTINGENCIES | ||
Class A ordinary shares subject to possible redemption, 419,938 shares at redemption value as of December 31, 2023 and 1,191,437 shares at redemption value as of December 31, 2022 | 4,553,517 | 12,226,852 |
Shareholders' Deficit | ||
Preference Shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 0 | 0 |
Accumulated deficit | (12,583,479) | (5,783,772) |
Total Shareholders' Deficit | (12,582,479) | (5,782,772) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 4,653,117 | 15,789,790 |
Common Class A [Member] | ||
Current Liabilities | ||
Class A ordinary shares subject to possible redemption, 419,938 shares at redemption value as of December 31, 2023 and 1,191,437 shares at redemption value as of December 31, 2022 | 4,553,517 | 12,226,852 |
Shareholders' Deficit | ||
Common Stock, Value, Issued | 982 | 0 |
Common Class B [Member] | ||
Shareholders' Deficit | ||
Common Stock, Value, Issued | $ 18 | $ 1,000 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 20, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | Dec. 31, 2021 |
Temporary equity shares outstanding | 419,938 | 1,191,437 | 40,000,000 | |||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock shares issued | 0 | 0 | ||||
Preferred stock shares outstanding | 0 | 0 | ||||
Common Class A [Member] | ||||||
Temporary equity shares outstanding | 419,938 | 419,938 | 1,191,437 | |||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 300,000,000 | 300,000,000 | ||||
Common stock shares issued | 9,825,000 | 419,938 | 0 | 1,191,437 | ||
Common stock shares outstanding | 9,825,000 | 419,938 | 0 | 1,191,437 | ||
Common Class B [Member] | ||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||
Common stock shares authorized | 30,000,000 | 30,000,000 | ||||
Common stock shares issued | 175,000 | 10,000,000 | ||||
Common stock shares outstanding | 175,000 | 175,000 | 10,000,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating and formation costs | $ 3,129,841 | $ 1,965,458 |
Loss from operations | (3,129,841) | (1,965,458) |
Other income (loss) | ||
Earnings and realized gain on marketable securities held in Trust Account | 411,744 | 5,761,081 |
Transaction costs | (102,000) | 0 |
Change in fair value of warrant liabilities | (669,866) | 13,892,000 |
Net income (loss) | $ (3,489,963) | $ 17,687,623 |
Class A Redeemable Ordinary Shares [Member] | ||
Other income (loss) | ||
Basic net income (loss) per ordinary share | $ (0.32) | $ 0.36 |
Diluted net income (loss) per ordinary share | $ (0.32) | $ 0.36 |
Basic weighted average shares outstanding | 781,380 | 38,830,427 |
Diluted weighted average shares outstanding | 781,380 | 38,830,427 |
Class A Nonredeemable Ordinary Shares and Class B Ordinary Shares [Member] | ||
Other income (loss) | ||
Basic net income (loss) per ordinary share | $ (0.32) | $ 0.36 |
Diluted net income (loss) per ordinary share | $ (0.32) | $ 0.36 |
Basic weighted average shares outstanding | 10,000,000 | 10,000,000 |
Diluted weighted average shares outstanding | 10,000,000 | 10,000,000 |
Statements of Changes in Shareh
Statements of Changes in Shareholder's Deficit - USD ($) | Total | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ (27,566,744) | $ 0 | $ 1,000 | $ 0 | $ (27,567,744) |
Beginning balance (Shares) at Dec. 31, 2021 | 0 | 10,000,000 | |||
Remeasurement of Class A ordinary shares subject to possible redemption | (5,903,651) | 0 | (5,903,651) | ||
Forfeiture of deferred underwriting fee payable | 10,000,000 | 10,000,000 | |||
Net income (loss) | 17,687,623 | 17,687,623 | |||
Ending balance at Dec. 31, 2022 | (5,782,772) | $ 0 | $ 1,000 | 0 | (5,783,772) |
Ending balance (Shares) at Dec. 31, 2022 | 0 | 10,000,000 | |||
Remeasurement of Class A ordinary shares subject to possible redemption | (411,744) | (411,744) | |||
Forfeiture of deferred underwriting fee payable | 0 | ||||
Conversion of Class B ordinary shares to Class A nonredeemable ordinary shares (Amount) | $ 982 | $ (982) | |||
Conversion of Class B ordinary shares to Class A nonredeemable ordinary shares (Shares) | 9,825,000 | (9,825,000) | |||
Accrual of deferred underwriting fee payable | (3,000,000) | (3,000,000) | |||
Transaction cost allocation for change in deferred underwriting fee | 102,000 | 102,000 | |||
Net income (loss) | (3,489,963) | (3,489,963) | |||
Ending balance at Dec. 31, 2023 | $ (12,582,479) | $ 982 | $ 18 | $ 0 | $ (12,583,479) |
Ending balance (Shares) at Dec. 31, 2023 | 9,825,000 | 175,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (3,489,963) | $ 17,687,623 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Earnings and realized gain on marketable securities held in Trust Account | (411,744) | (5,761,081) |
Change in fair value of warrant liabilities | 669,866 | (13,892,000) |
Transaction costs attributable to warrant liabilities | 102,000 | 0 |
Changes in operating assets and liabilities: | ||
Accrued expenses | 1,540,810 | 811,525 |
Due to related party | 1,388,348 | 522,500 |
Prepaid expenses | 190,767 | 90,735 |
Net cash used in operating activities | (9,916) | (540,698) |
Cash Flows from Investing Activities | ||
Proceeds received from Trust Account | 11,347,734 | 390,414,144 |
Net cash provided by investing activities | 11,347,734 | 390,414,144 |
Cash Flows from Financing Activities | ||
Payments to Class A ordinary shareholders for redemption of shares | (11,347,734) | (390,414,144) |
Payment of offering costs | 0 | (74,313) |
Net cash used in financing activities | (11,347,734) | (390,488,457) |
Net change in cash | (9,916) | (615,011) |
Cash at beginning of the year | 31,547 | 646,558 |
Cash at end of the year | 21,631 | 31,547 |
Non-cash investing and financing activities: | ||
Forfeiture of deferred underwriting fee payable | 0 | 10,000,000 |
Remeasurement of Class A ordinary shares subject to possible redemption | 411,744 | 5,903,651 |
Accrual of deferred underwriting fee payable | 3,000,000 | 0 |
Due to shareholders | 3,262,655 | |
Conversion of Class B ordinary shares to Class A nonredeemable ordinary shares | $ 982 | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Corner Growth Acquisition Corp. (the “Company”), was incorporated as a Cayman Islands exempted company on October 20, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus on businesses in the technology industries primarily located in the United States. 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. As of December 31, 2023, the Company had not commenced any operations. All activity for the year ended December 31, 2023 relates to the Company’s formation, its initial public offering described below (the “Initial Public Offering”) and, since its closing of the Initial Public Offering, the search for initial Business Combination candidates, and since the signing of the Business Combination Agreement described below, the completion of this proposed transaction. 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 The registration statements for the Company’s Initial Public Offering was declared effective on December 16, 2020. On December 21, 2020, the Company consummated the Initial Public Offering of 40,000,000 units (the “Units” and, with respect to the shares of Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”) included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of the overallotment option to purchase an additional 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $400,000,000 which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,600,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to CGA Sponsor LLC (the “Sponsor”), generating gross proceeds of $11,400,000, which is described in Note 4. Transaction costs amounted to $22,766,081 consisting of $8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $766,081 of other offering costs. Effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000, which shall be payable to the underwriter upon consummation of an initial business combination, as originally set forth in the underwriting agreement. As more fully described in Note 5, on June 23, 2023, the Company and the underwriter agreed to terminate the December 20,2022 fee reduction agreement solely upon execution of a side letter. On June 23, 2023, in accordance with the duly executed side letter, the Company and the underwriter agreed that the underwriter will irrevocably forfeit $7,000,000 (instead of $10,000,000) of the aggregate $14,000,000 Original Fee that would otherwise be payable to it in cash pursuant to the Underwriting Agreement, resulting in a reduced fee of $7,000,000, which shall be payable in cash by the Company to the underwriter upon consummation of a business combination, as originally set forth in the underwriting agreement. Following the closing of the Initial Public Offering on December 21, 2020, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of 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 the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), 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 shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders 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 $10.00 per Public Share). The per-share amount non-public information Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in 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 Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. Extraordinary General Meetings On December 20, 2022, the Company held an extraordinary general meeting (the “December 2022 Extraordinary General Meeting”), which amended the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from December 21, 2022 to June 21, 2023 (the “December 2022 Extension Amendment Proposal”). The shareholders approved the December 2022 Extension Amendment Proposal and on December 28, 2022 the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands. The shareholders approved a proposal to amend the trust agreement to change the date on which Continental Stock Transfer & Trust Company must commence liquidation of the Trust Account from (A) the earlier of the Company’s completion of an initial business combination and December 21, 2022 to (B) the earlier of the Company’s completion of an initial business combination and June 21, 2023. In connection with the December 2022 Extraordinary General Meeting, shareholders elected to redeem 38,808,563 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $393,676,799, or approximately $10.14 per share which includes $5,591,169 of earnings in the trust account not previously withdrawn. In January 2023, the Company made redemption payments of $3,262,655 out of the trust account that were due to the redeeming shareholders who elected to redeem their shares as part of the December 2022 Extraordinary General Meeting. This amount was reflected as due to shareholders in the accompanying balance sheet as of December 31, 2022. Subsequent to the redemptions, 1,191,437 Class A ordinary shares remained issued and outstanding until the June 2023 Extraordinary General Meeting further described below. On June 15, 2023, the Company held an extraordinary general meeting of shareholders, which was adjourned and reconvened on June 20, 2023 (the “June 2023 Extraordinary General Meeting”), to amend the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from June 21, 2023 to March 20, 2024 or such earlier date as shall be determined by the Company’s board of directors in its sole discretion (such proposal, the “June 2023 Extension Amendment Proposal”), (ii) eliminate from the amended and restated memorandum and articles of association the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in the Initial Public Offering to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”) and (iii) amend the Company’s amended and restated memorandum and articles of association to provide that Class B ordinary shares may be converted either at the time of the consummation of the Company’s initial business combination or at any earlier date at the option of the holders of Class B ordinary shares (the “Founder Conversion Amendment Proposal”). The shareholders of the Company approved the June 2023 Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal at the Extension Meeting and on June 21, 2023, the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands. In connection with the vote to approve the June 2023 Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, shareholders elected to redeem 771,499 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $8,085,078, or approximately $10.48 per share which includes $370,088 of earnings in the trust account not previously withdrawn. Subsequent to the redemptions, 419,938 Class A ordinary shares remained issued and outstanding until the February On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, our sponsor, the holder of an aggregate of 9,825,001 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one On February 29, 2024, the Company held an extraordinary general meeting of shareholders (the “February 2024 Extraordinary General Meeting”), to amend the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from March 20, 2024 to June 30, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors in its sole discretion (such proposal, the “February 2024 Extension Amendment Proposal” and, together with the December 2022 Extension Amendment Proposal and the June 2023 Extension Amendment Proposal, the “Extension Proposals”). The shareholders of the Company approved the March 2024 Extension Amendment Proposal and the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands. In connection with the vote to approve the February Nasdaq Hearing On December 18, 2023, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company’s securities (units, shares and warrants) would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on December 27, 2023, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Company timely requested a hearing before the Nasdaq Hearings Panel to appeal the notice. Nasdaq granted the Company’s hearing request, which hearing request stayed the suspension of trading of the Company’s securities on The Nasdaq Capital Market until the hearing process concluded and the Nasdaq Hearings Panel issued a written decision. A hearing on the matter was held on March 14, 2024. On March 15, 2024, the Nasdaq Hearings Panel issued written notice of its decision to grant the Company’s request for an exception to its listing deficiencies until June 17, 2024 in view of the Company’s substantial steps toward closing its previously announced initial business combination and its plan for achieving compliance with Nasdaq listing rules upon closing of the transaction for listing on The Nasdaq Capital Market. Business Combination Agreement On February 9, 2023, the Company issued a press release announcing that the Company has entered into a non-binding letter of intent with Softline Holding plc to proceed with a potential business combination that would result in the combined company being publicly-listed on the Nasdaq. The business combination is subject to the completion of definitive documentation. On May 4, 2023, the Company entered into a definitive business combination agreement with Noventiq Holdings PLC (formerly known as Softline Holding plc). As disclosed in a Form 8-K filed with the SEC on May 4, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, Noventiq Holdings PLC, a company organized under the laws of the Cyprus (“Noventiq”), and Corner Growth SPAC Merger Sub, Inc., a Cayman Islands exempted company and a direct wholly owned subsidiary of the Company (“Merger Sub”). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Noventiq, with Noventiq surviving as a wholly-owned subsidiary of the Company (the “Merger”). Upon the closing of the business combination (the “Closing”), it is anticipated that the Company will change its name to “Noventiq Holding Company” (“New Noventiq”) and certain securities of New Noventiq are expected to be listed on the Nasdaq Stock Market (“Nasdaq”). The date on which the Closing actually occurs is hereinafter referred to as the “Closing Date.” In accordance with the applicable provisions of the Cayman Companies Act (As Revised) and the Cyprus Companies Law, prior to the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of Noventiq’s shareholders, Noventiq will re-domicile from Cyprus to the Cayman Islands. On December 29, 2023, the original parties to the Business Combination Agreement entered into Amended and Restated Business Combination Agreement (the “ A&R BCA Merger Sub 1 CGAC Merger Noventiq Merger Mergers Business Combination Transactions In addition to the foregoing changes in the structure of the Business Combination, pursuant to the A&R BCA, among other things, (i) the Company and Noventiq agreed to a pre-money equity value of Noventiq of $315 million, (ii) the number of Alignment Shares (as defined in the A&R BCA) was reduced to 1,500,000, (iii) (the number of Sponsor Earnout Shares (as defined in the A&R BCA) was reduced to 2,000,000, (iv) the number of Noventiq Earnout Shares (as defined in the BCA) was increased to 15,000,000 and (v) 3,800,00 private warrants held by the Sponsor will be forfeited upon consummation of the Business Combination. Further, the A&R BCA extends the outside date for the closing of the Business Combination from May 4, 2024 to June 30, 2024. As a result of the consummation of the Transactions, Noventiq will become a wholly owned subsidiary of New Noventiq. Subject to the terms of the A&R BCA, and customary adjustments set forth therein, the aggregate consideration to be paid in the Transactions to the shareholders of Noventiq and the Company will consist of ordinary shares of New Noventiq, as set forth in the A&R BCA. Upon consummation of the Business Combination, New Noventiq is expected to become publicly traded and listed on Nasdaq. The Merger and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Proposed Business Combination.” The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the Company and Noventiq. The Proposed Business Combination is subject to certain customary closing conditions, such as the prior approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of Noventiq’s shareholders and the effectiveness of the Registration Statement on Form F-6 registering the ADSs (as defined below). There is no assurance that the Proposed Business Combination will be consummated by the Extended Date (or any such later date of termination approved in accordance with the Amended and Restated Memorandum and Articles of Association) described below. Consideration and Structure At the effective time of the Merger (the “Effective Time”), each ordinary share of Noventiq outstanding immediately prior to the Effective Time (collectively, the “Noventiq Shares”) (other than shares held in treasury of Noventiq or owned by any subsidiary of Noventiq and held by shareholders of Noventiq who have perfected their dissenters’ rights in accordance with Section 238 of the Cayman Act) will be automatically cancelled, extinguished and converted into a number of the Company’s newly issued Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), equal to the “Exchange Ratio” determined by dividing (A) the Per Share Merger Consideration Value (as defined below) by (B) $10; and each outstanding vested and unvested option to purchase Noventiq Shares (“Noventiq Option”) will be assumed and converted into an option to purchase Ordinary Shares (each a “Rollover Option”). The number of Ordinary Shares (rounded down to the nearest whole number) that are subject to each Rollover Option shall be equal to the product of (i) the number of Noventiq Shares subject to the Noventiq Option and (ii) the Exchange Ratio, and the exercise price per share of the Rollover Option (rounded up to the nearest whole cent) shall be equal to the quotient obtained by dividing (A) the exercise price per share of the Noventiq Option by (B) the Exchange Ratio. For purposes of the Business Combination Agreement, Noventiq’s equity value is $877,000,000 plus the amount equal to aggregate exercise price of the Noventiq’s options (the “Equity Value”) and the “Per Share Merger Consideration Value” is an amount in dollars equal to the sum of the Equity Value, divided by the number of outstanding shares. In addition to the foregoing consideration, Noventiq shareholders shall be entitled to receive, as additional consideration, one Class A Contingent Share Right (the “Class A CSRs”), one Class B Contingent Share Right (the “Class B CSRs”) and one Class C Contingent Share Right (the “Class C CSRs” and, together with the Class A CSRs and the Class B CSRs, the “CSRs”), in each case, for each Ordinary Share issuable to such Noventiq shareholder at the Effective Time pursuant to the Business Combination Agreement, which provide the holders of such CSRs the contingent right to receive additional newly issued Ordinary Shares (the “Earnout Shares”) upon the occurrence of certain events and subject to certain conditions, as specified under the Business Combination Agreement, during the period from and after the Closing until the fifth anniversary of the Closing (the “Earnout Period”). During the Earnout Period, if New Noventiq experiences a Change of Control (as defined in the Business Combination Agreement), then any Earnout Shares not already earned and issued to the Noventiq shareholders shall be deemed earned and the balance of the Earnout Shares shall be issuable by New Noventiq to the Noventiq shareholders immediately prior to consummation of such Change of Control transaction subject to certain conditions and upon the terms of the Business Combination Agreement. On May 4, 2023, the Sponsor held 9,825,001 Founder Shares. Of these, 2,500,000 Founder Shares are subject to forfeiture based on the sum of (i) the amount of gross proceeds raised prior to the Effective Time from additional financings, if any, by the Company and (ii) the cash balance of the Company’s Trust Account held for the benefit of its public shareholders, but the consummation of the Proposed Business Combination is not subject to a minimum amount of additional financing having been raised. At the Effective Time, the Founder Shares (net of any forfeited shares) will automatically convert into Ordinary Shares on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Amended and Restated Memorandum and Articles of Association. An additional 5,000,000 Founder Shares, out of the 9,825,001 Founder Shares described above, will be held in escrow and only released, in three equal installments, upon the occurrence of the same milestone events as the Earnout Shares are issued. As of the date of the amending and restating of the Business Combination Agreement, the Sponsor held 9,825,001 Founder Shares. Of these, 5,000,000 Founder Shares will be forfeited upon consummation of the Business Combination, and 1,500,000 Founder Shares are subject to forfeiture based on the gross proceeds raised from additional financings permitted by the Business Combination Agreement, if any, by the Company and the cash balance of the Company’s trust account held for the benefit of its public shareholders. In connection with the Proposed Business Combination and pursuant to the Business Combination Agreement, the Company has agreed to establish a Level 2 ADS facility by entering into a Deposit Agreement with The Bank of New York Mellon (or an affiliate), as depositary, and filing with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-6 registering American Depositary Shares (the “ADSs”), each representing one Ordinary Share (the “ADS Facility”). Following the Closing, each holder of Ordinary Shares will be able to deposit such holder’s shares into the ADS Facility and receive ADSs, which are expected to trade on Nasdaq under the symbol “NVIQ.” Following the Closing, the Company’s outstanding warrants, issued under a Warrant Agreement, dated December 16, 2020, by and between the Company and Continental Stock Transfer & Trust Company, will remain outstanding and are expected to continue trading on Nasdaq. In connection with the Closing, the ADSs, each representing one Ordinary Share, are expected to be listed on Nasdaq as of the Effective Time. Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into a support agreement with the Company and Noventiq (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby; (ii) not to solicit, initiate, submit, facilitate (including by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third-party with respect to a CGAC Acquisition Proposal (as defined in the Sponsor Support Agreement); (iii) be bound by certain transfer restrictions with respect to its shares in the Company prior to the closing of the Proposed Business Combination; (iv) not to transfer any of the Restricted Securities (as defined in the Sponsor Support Agreement) from and after the Closing and until the earlier of (A) the six (6) month anniversary of the Closing Date and (B) the date following the Closing Date on which the Company completes a Liquidity Event (as defined in the Sponsor Support Agreement). Concurrently with the execution of the Business Combination Agreement, the Company, Noventiq and certain shareholders of Noventiq (collectively, the “Noventiq Supporting Shareholders”) duly executed and delivered to the Company a support agreement (the “Voting and Support Agreement”), pursuant to which each Noventiq Supporting Shareholder agreed to, among other things, (i) the Business Combination and the adoption of the Business Combination Agreement any other matters necessary or reasonably requested by Noventiq for consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement, (ii) not to transfer any Noventiq Shares on or prior to the Closing (subject to the exceptions set forth therein), and (ii) to a lock-up of the Noventiq Shares from and after the Closing and until the earlier of (A) the six (6) month anniversary of the Closing Date and (B) the date following the Closing Date on which the Company completes a Liquidity Event (as defined in the Voting and Support Agreement). The Business Combination Agreement contemplates that, at or prior to the Closing, the Company, the Sponsor Parties and certain Noventiq shareholders will enter into the Registration Rights Agreement, pursuant to which, among other things, the Sponsor and such Noventiq shareholders will be granted certain registration rights with respect to their respective Ordinary Shares of the Company, in each case, subject to the terms and conditions set forth in the Registration Rights Agreement. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by June 30, 2024 (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business If the Company is unable to complete a Business Combination within 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, The Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, 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 their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination during the Combination Period and, in such event, such amount 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 $10.00 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 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 for the Company’s independent registered 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. Liquidity and Going Concern As of December 31, 2023, the Company had $21,631 in its operating bank accounts, $4,553,517 in the Trust Account, to be used for a Business Combination or to repurchase or to redeem its ordinary shares in connection therewith and a working capital deficit of $4,284,613. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Based on its current cash and working capital balances, management believes that the Company will not have sufficient working capital to meet its needs through the consummation of a Business Combination. In order to finance transaction costs in connection with an intended initial 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. The terms of such loans have not been determined and no written agreements exist with respect to such loans. However, as discussed in Note 4, as of December 31, 2023, the Company is indebted to the Sponsor and its affiliates for $1,910,848, which represents $1,630,848 of operating and formation costs paid by these related parties on the Company’s behalf, along with $280,000 of unpaid administrative fees. The Sponsor is not under any obligation to make additional expenditures on the Company’s behalf. In connection with our assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40, |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Use of Estimates 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 and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. Marketable Securities Held in Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in cash or in money market mutual funds in U.S. based trust accounts at JP Morgan Chase and Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments-Debt Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income. The Company values its securities held in the Trust Account based on quoted prices in active markets (see Note 8 for more information). Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in At December 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Shares Amounts Class A ordinary shares subject to possible redemption - December 31, 2021 40,000,000 $ 400,000,000 Less: Payments to Class A ordinary shareholders for redemption of shares (38,808,563 ) (390,414,144 ) Due to shareholders — (3,262,655 ) Plus: Remeasurement of carrying value to redemption value — 5,903,651 Class A ordinary shares subject to possible redemption - December 31, 2022 1,191,437 12,226,852 Less: Payments to Class A ordinary shareholders for redemption of shares (771,499 ) (11,347,734 ) Plus: Due to shareholders paid in 2023 — 3,262,655 Remeasurement of carrying value to redemption value — 411,744 Class A ordinary shares subject to possible redemption - December 31, 2023 419,938 $ 4,553,517 In December of 2022, in connection with the distribution of funds in the Trust Amount to the Company’s shareholders made in connection with the Extraordinary General Meeting (as defined above), funds were deposited from the Trust Account into an operating bank account and held in cash. As of December 31, 2022, $3,262,655 of the December 2022 redemption was not paid out to the shareholders and was classified as Due to shareholders on the balance sheet. In January 2023, upon completion of the distribution of funds in the amount of $3,262,655 to shareholders made in connection with the Extraordinary General Meeting, the Company re-deposited the remaining funds into the Trust Account. As part of the June 2023 Extension Amendment Proposal, shareholders elected to redeem an additional 771,499 Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $8,085,078, or approximately $10.48 per share. $370,088 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. During the year ended December 31, 2023, the Company remeasured the Class A ordinary shares subject to possible redemption to increase the carrying amount by $411,744 to reflect current earnings of the Trust Account. Concentration of Credit Risk 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 of $250,000. At December 31, 2023, the Company has not experienced losses on these accounts. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the years ended December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 20,933,333 or the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for years ended December 31, 2023 and 2022. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): For the year ended For the year ended Class A Class A Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (252,935 ) $ (3,237,028 ) $ 14,065,369 $ 3,622,254 Denominator: Basic and diluted weighted average ordinary shares outstanding 781,380 10,000,000 38,830,427 10,000,000 Basic and diluted net income (loss) per ordinary share $ (0.32 ) $ (0.32 ) $ 0.36 $ 0.36 Recent Accounting Pronouncements In June 2016, FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For emerging growth companies, the new guidance is effective for annual periods beginning after January 1, 2023. The Company adopted ASU 2016-13 as of January 1, 2023, with no impact to its condensed consolidated financial statements because the Company does not have financial assets within the scope of ASU 2016-13. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 40,000,000 Units at a price of $10.00 per Unit, which includes the partial exercise by the underwriter of the overallotment option to purchase an additional 5,000,000 Units. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On October 28, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration of 8,625,000 Class B ordinary shares, par value $0.0001. In November 2020, the sponsor transferred 50,000 Class B ordinary shares to each of the Company’s independent directors. On December 16, 2020, the Company effected a share capitalization of 1,437,500 Class B ordinary shares, resulting in an aggregate of 10,062,500 Class B ordinary shares outstanding. As a result of the underwriters’ election to partially exercise their over-allotment option, the sponsor forfeited 62,500 Class B ordinary shares for no consideration, resulting in an aggregate of 10,000,000 Class B ordinary shares outstanding as of December 31, 2022. On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, our sponsor, the holder of an aggregate of 9,825,001 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading The Company’s Founder Shares are subject to transfer restrictions pursuant to lock-up lock-up Private Placement Warrants Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,600,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant for an aggregate purchase price of $11,400,000. Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Working Capital Loans In addition, in order to 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, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of the date of this filing, December 31, 2023 and 2022, the Company had no borrowings under any Working Capital Loans. Administrative Support Agreement Pursuant to an administrative services agreement (the “Administrative Services Agreement”) entered into on December 17, 2020, the Company agreed to pay the Sponsor a total of $40,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team until the earlier of (A) the Company’s completion of the initial Business Combination or (B) on December 21, 2022 an amount equal to $960,000 less the actual amount paid under the Administrative Services Agreement. For the years ended December 31, 2023 and 2022, we incurred fees of $0 and $480,000, respectively, which is included in operating and formation costs on the statement of operations. As of December 31, 2023 and December 31, 2022, there were $280,000 and $320,000 in fees outstanding for these services. This is reflected in due to related party on the balance sheet. Notwithstanding the forgoing, on November 18, 2021, the sponsor permanently waived its right to receive any of the Company’s outstanding, and all of the Company’s remaining, payment obligations under the Administrative Services Agreement. Operating and Formation Costs As of December 31, 2023 and December 31, 2022, the Sponsor and affiliates of the Sponsor also paid operating and formation costs of $1,630,848 and $202,500, respectively, on behalf of the Company which are due on demand. These amounts are included in due to related party on the balance sheets as of December 31, 2023 and December 31, 2022. The Sponsor is not under any obligation to make additional expenditures on the Company’s behalf. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered in connection with the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. As further described in Note 1 and as such terms used herein are defined therein, the Business Combination Agreement contemplates that, at or prior to the Closing, the Company, the Sponsor and certain Noventiq shareholders will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Sponsor and such Noventiq shareholders will be granted certain registration rights with respect to their respective Ordinary Shares, in each case, subject to the terms and conditions set forth in the Registration Rights Agreement. Underwriting Agreement After the Initial Public Offering, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000, which shall be payable to the underwriter upon consummation of a Business Combination, as originally set forth in the underwriting agreement. The Company accounted for this forfeiture during the fourth calendar quarter of the year ended December 31, 2022. On June 23, 2023, the Company and the underwriter agreed to terminate the December 20, 2022 fee reduction agreement solely upon execution of a side letter in accordance with the duly executed Mutual Termination of Initial Fee Reduction Agreement. On June 23, 2023, in accordance with the duly executed Side Letter to Underwriting Agreement, the Company and the underwriter agreed to the following: 1. Cantor will irrevocably forfeit $7,000,000 (instead of $10,000,000) of the aggregate $14,000,000 Original Fee that would otherwise be payable to it in cash pursuant to the Underwriting Agreement, resulting in a reduced fee of $7,000,000 (the “Fee”), which shall be payable in cash by the Company to Cantor upon consummation of a Business Combination, as originally set forth in the Underwriting Agreement. 2. In addition, upon the consummation of the Business Combination, the Company shall pay to the Underwriter a non-refundable • (x) the aggregate maximum gross proceeds received or receivable in connection with any Equity Financing, including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued upon consummation of the Business Combination, plus • (y) the gross proceeds received by the Company upon exercise of any warrants or other securities issued in connection with such Financing that are convertible into common stock of the Company; • the aggregate maximum principal amount of debt committed or available to be committed or available in connection with the Debt Financing (including, without limitation, in the case of an offering of debt securities, the aggregate maximum principal amount of securities committed to be purchased by investors), whether or not drawn down (or, in the case of an offering of debt securities, whether or not purchased) upon consummation of the business Combination; and • any proceeds received from the Trust Account in connection with the Business Combination. The fees noted in items 1 and 2 above are contingent upon a successful completion of a Business Combination. There is no assurance that a Business Combination will be consummated by the Extended Date (or any such later date of termination approved in accordance with the Amended and Restated Memorandum and Articles of Association). In accordance with the guidance in ASC Topic 450, Contingencies Finder’s Fee Arrangement In connection with the Proposed Business Combination, a portion of the founder shares will be distributed under an agreement with a third party dated as of April 28, 2023 that constitutes a finder’s fee arrangement (the “Finder’s Fee Arrangement”). The Finder’s Fee Arrangement provides for our sponsor to make a $2 million cash payment to the third party and provide an option to purchase an economic interest in 2,000,000 On March 14, 2024, the Finder’s fee Arrangement was amended and restated which no longer provides the third party an option to purchase an economic interest in 2,000,000 membership units of the sponsor contingent on the consummation of the Proposed Business Combination. Instead, the parties have agreed that once the Sponsor has received ordinary shares from a successfully completed transaction and any earnouts or other contingent releases thereto, it shall distribute shares to the third party in accordance with the terms and conditions of the Sponsor operating agreement and the Amended and Restated Business Combination Agreement. In addition, the $2,000,000 cash payment to third party will be paid by Noventiq instead of the Sponsor and will be denominated as a Company transaction expense. In the event the Proposed Business Combination is not consummated and the Sponsor receives a termination fee, the third party shall receive $1,000,000 as complete satisfaction of the cash payment. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Warrant Liability Disclosure [Abstract] | |
Warrant Liabilities | Note 6—Warrant Liabilities The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Class A ordinary shares during the 10-trading The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants if they are held by the Sponsor or its permitted transferees): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading In addition, once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading The “fair market value” of the Class A ordinary shares for the above purpose shall mean the volume-weighted average price of the Class A ordinary shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event are the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment). If the Company calls the Public Warrants for redemption, management has the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Additionally, in no event is the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. Following the Closing, the Company’s public warrants, issued under a Warrant Agreement, dated December 16, 2020, by and between the Company and Continental Stock Transfer & Trust Company, will remain outstanding and are expected to continue trading on Nasdaq. |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | Note 7 — Shareholders’ Deficit Preference Shares Class A Ordinary Shares As of April 1 Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the Company’s directors prior to the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis one-for-one basis. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 4,553,517 $ 15,489,507 At December 31, 2023 and December 31, 2022, $0 of the balance held in the Trust Account was held in cash. The following table presents information about the Company’s 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 Level December 31, Level December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 826,666 1 $ 400,000 Warrant Liability – Private Placement Warrants 2 $ 471,200 3 $ 228,000 Total Warrant Liabilities $ 1,297,866 $ 628,000 The Warrants are accounted for as liabilities in accordance with ASC 815-40 Initial Measurement and Subsequent Measurement The Company established the initial fair value for the Public Warrants on December 21, 2020, the date of the consummation of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-third The Warrants are measured at fair value on a recurring basis. The subsequent measurement of the Public Warrants as of December 31, 2023 and December 31, 2022 are classified Level 1 due to quoted prices in an active market since February 8, 2021. The Private Placement Warrants as of December 31, 2022 are classified Level 3 due to the use of unobservable inputs. The private placement warrants as of December 31, 2023, are classified Level 2 due to the use of quoted prices for similar assets that are not active. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The key inputs into the Monte Carlo simulation model for the Private Placement Warrants at December 31, 2022 were as follows: December 31, 2022 Input Risk-free interest rate 3.99 % Expected term (years) 5.0 Expected volatility 0.8 % Exercise price $ 11.50 Fair value of the ordinary share price $ 9.89 Redemption threshold price $ 18.00 Redemption threshold days 20 days within any 30-day Redemption price $ 0.01 Probability of successful acquisition 50.0 % As of December 31, 2023, the Public Warrants and Private Placement Warrants were determined to be $0.06 and $0.06 per warrant for aggregate values of approximately $0.8 million and $0.5 million, respectively. As of December 31, 2022, the Public Warrants and Private Placement Warrants were determined to be $0.03 and $0.03 per warrant for aggregate values of approximately $0.4 million and $0.2 million, respectively. The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 5,320,000 $ 9,200,000 $ 14,520,000 Change in valuation inputs or other assumptions (5,092,000 ) (8,800,000 ) (13,892,000 ) Fair value as of December 31, 2022 $ 228,000 $ 400,000 $ 628,000 Change in valuation inputs or other assumptions 243,200 426,666 669,866 Fair value as of December 31, 2023 $ 471,200 $ 826,666 $ 1,297,866 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. There were no transfers in or out of level 3 for the year ended December 31, 2022. For the year ended December 31, 2023, the Private Placement Warrants were valued based on quoted prices for similar assets and have been transferred out of Level 3. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. Based upon this review, other than as described below, the Company did not identify any other subsequent events, not previously disclosed, that would have required adjustment or disclosure in the financial statements. On February 29, 2024, the Company held an extraordinary general meeting of shareholders (the “February 2024 Extraordinary General Meeting”), to amend the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from March 20, 2024 to June 30, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors in its sole discretion (such proposal, the “February 2024 Extension Amendment Proposal”). The shareholders of the Company approved the February 2024 Extension Amendment Proposal and the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands. In connection with the vote to approve the February On March 14, 2024, the Finder’s fee Arrangement was amended and restated which no longer provides the third party an option to purchase an economic interest in 2,000,000 membership units of the sponsor contingent on the consummation of the Proposed Business Combination. Instead, the parties have agreed that once the Sponsor has received ordinary shares from a successfully completed transaction and any earnouts or other contingent releases thereto, it shall distribute shares to the third party in accordance with the terms and conditions of the Sponsor operating agreement and the Amended and Restated Business Combination Agreement. In addition, the $2,000,000 cash payment to third party will be paid by Noventiq instead of the Sponsor and will be denominated as a Company transaction expense. In the event the Proposed Business Combination is not consummated and the Sponsor receives a termination fee, the third party shall receive $1,000,000 as complete satisfaction of the cash payment. On March 14, 2024, the Company attended a hearing before the Nasdaq Hearing Panel (the “Panel”), and requested an exception to its listing deficiencies. On March 15, 2024, the Nasdaq Hearings Panel issued written notice of its decision to grant the Company’s request for an exception to its listing deficiencies until June 17, 2024 in view of the Company’s substantial steps toward closing its previously announced initial business combination and its plan for achieving compliance with Nasdaq listing rules upon closing of the transaction for listing on The Nasdaq Capital Market. On March 28, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Use of Estimates | Use of Estimates 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 and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in cash or in money market mutual funds in U.S. based trust accounts at JP Morgan Chase and Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee. The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments-Debt Securities.” These securities are classified as trading securities with unrealized gains or losses recognized through other income. The Company values its securities held in the Trust Account based on quoted prices in active markets (see Note 8 for more information). |
Warrants Liabilities | Warrants Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in At December 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Shares Amounts Class A ordinary shares subject to possible redemption - December 31, 2021 40,000,000 $ 400,000,000 Less: Payments to Class A ordinary shareholders for redemption of shares (38,808,563 ) (390,414,144 ) Due to shareholders — (3,262,655 ) Plus: Remeasurement of carrying value to redemption value — 5,903,651 Class A ordinary shares subject to possible redemption - December 31, 2022 1,191,437 12,226,852 Less: Payments to Class A ordinary shareholders for redemption of shares (771,499 ) (11,347,734 ) Plus: Due to shareholders paid in 2023 — 3,262,655 Remeasurement of carrying value to redemption value — 411,744 Class A ordinary shares subject to possible redemption - December 31, 2023 419,938 $ 4,553,517 In December of 2022, in connection with the distribution of funds in the Trust Amount to the Company’s shareholders made in connection with the Extraordinary General Meeting (as defined above), funds were deposited from the Trust Account into an operating bank account and held in cash. As of December 31, 2022, $3,262,655 of the December 2022 redemption was not paid out to the shareholders and was classified as Due to shareholders on the balance sheet. In January 2023, upon completion of the distribution of funds in the amount of $3,262,655 to shareholders made in connection with the Extraordinary General Meeting, the Company re-deposited the remaining funds into the Trust Account. As part of the June 2023 Extension Amendment Proposal, shareholders elected to redeem an additional 771,499 Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $8,085,078, or approximately $10.48 per share. $370,088 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. During the year ended December 31, 2023, the Company remeasured the Class A ordinary shares subject to possible redemption to increase the carrying amount by $411,744 to reflect current earnings of the Trust Account. |
Concentration of Credit Risk | Concentration of Credit Risk 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 of $250,000. At December 31, 2023, the Company has not experienced losses on these accounts. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the years ended December 31, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 20,933,333 or the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for years ended December 31, 2023 and 2022. The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): For the year ended For the year ended Class A Class A Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (252,935 ) $ (3,237,028 ) $ 14,065,369 $ 3,622,254 Denominator: Basic and diluted weighted average ordinary shares outstanding 781,380 10,000,000 38,830,427 10,000,000 Basic and diluted net income (loss) per ordinary share $ (0.32 ) $ (0.32 ) $ 0.36 $ 0.36 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For emerging growth companies, the new guidance is effective for annual periods beginning after January 1, 2023. The Company adopted ASU 2016-13 as of January 1, 2023, with no impact to its condensed consolidated financial statements because the Company does not have financial assets within the scope of ASU 2016-13. The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Temporary Equity | At December 31, 2023 and December 31, 2022, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Shares Amounts Class A ordinary shares subject to possible redemption - December 31, 2021 40,000,000 $ 400,000,000 Less: Payments to Class A ordinary shareholders for redemption of shares (38,808,563 ) (390,414,144 ) Due to shareholders — (3,262,655 ) Plus: Remeasurement of carrying value to redemption value — 5,903,651 Class A ordinary shares subject to possible redemption - December 31, 2022 1,191,437 12,226,852 Less: Payments to Class A ordinary shareholders for redemption of shares (771,499 ) (11,347,734 ) Plus: Due to shareholders paid in 2023 — 3,262,655 Remeasurement of carrying value to redemption value — 411,744 Class A ordinary shares subject to possible redemption - December 31, 2023 419,938 $ 4,553,517 |
Summary of Basic and Diluted Net Income Per Share | The following table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except per share amounts): For the year ended For the year ended Class A Class A Class A Class B Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net income (loss) $ (252,935 ) $ (3,237,028 ) $ 14,065,369 $ 3,622,254 Denominator: Basic and diluted weighted average ordinary shares outstanding 781,380 10,000,000 38,830,427 10,000,000 Basic and diluted net income (loss) per ordinary share $ (0.32 ) $ (0.32 ) $ 0.36 $ 0.36 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Assets Measured On Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis Description Level December 31, December 31, Assets: Marketable securities held in Trust Account 1 $ 4,553,517 $ 15,489,507 |
Summary of Fair Value Liabilities Measured On Recurring Basis | The following table presents information about the Company’s 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 Level December 31, Level December 31, Liabilities: Warrant Liability – Public Warrants 1 $ 826,666 1 $ 400,000 Warrant Liability – Private Placement Warrants 2 $ 471,200 3 $ 228,000 Total Warrant Liabilities $ 1,297,866 $ 628,000 |
Disclosure Of Inputs Used In Measuring The Fair Value Of Warrants [Table Text Block] | The key inputs into the Monte Carlo simulation model for the Private Placement Warrants at December 31, 2022 were as follows: December 31, 2022 Input Risk-free interest rate 3.99 % Expected term (years) 5.0 Expected volatility 0.8 % Exercise price $ 11.50 Fair value of the ordinary share price $ 9.89 Redemption threshold price $ 18.00 Redemption threshold days 20 days within any 30-day Redemption price $ 0.01 Probability of successful acquisition 50.0 % |
Summary of Fair Value of Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of December 31, 2021 $ 5,320,000 $ 9,200,000 $ 14,520,000 Change in valuation inputs or other assumptions (5,092,000 ) (8,800,000 ) (13,892,000 ) Fair value as of December 31, 2022 $ 228,000 $ 400,000 $ 628,000 Change in valuation inputs or other assumptions 243,200 426,666 669,866 Fair value as of December 31, 2023 $ 471,200 $ 826,666 $ 1,297,866 Level 3 financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. There were no transfers in or out of level 3 for the year ended December 31, 2022. For the year ended December 31, 2023, the Private Placement Warrants were valued based on quoted prices for similar assets and have been transferred out of Level 3. |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 14, 2024 | Feb. 29, 2024 | Dec. 29, 2023 | Jun. 23, 2023 | Jun. 21, 2023 | Jun. 20, 2023 | Jun. 01, 2023 | May 04, 2023 | Apr. 28, 2023 | Dec. 20, 2022 | Dec. 21, 2020 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2024 | Mar. 31, 2024 | Dec. 31, 2021 | |
Entity incorporation, date of incorporation | Oct. 20, 2020 | ||||||||||||||||
Share price | $ 10 | ||||||||||||||||
Percentage of redeeming shares of public shares without the company's prior written consent | 15% | ||||||||||||||||
Percentage of public shares to be redeemed on non completion of business combination | 100% | ||||||||||||||||
Dissolution expense | $ 100,000 | ||||||||||||||||
Cash | 21,631 | $ 31,547 | |||||||||||||||
Assets held-in-trust | 4,553,517 | ||||||||||||||||
Working capital (deficit) | 4,284,613 | ||||||||||||||||
Temporary equity accretion to redemption value | $ 3,262,655 | $ 411,744 | $ 5,903,651 | ||||||||||||||
Temporary equity shares outstanding | 419,938 | 1,191,437 | 40,000,000 | ||||||||||||||
Due to related party | $ 1,910,848 | $ 522,500 | |||||||||||||||
Number of stock bought back by the entity at the exercise price or redemption price | 771,499 | 38,808,563 | |||||||||||||||
Cash withdrawn from trust account for redeemption of stock | $ 370,088 | ||||||||||||||||
Forfeiture of deferred underwriting fee payable | $ 7,000,000 | $ 0 | $ 10,000,000 | ||||||||||||||
Deferred underwriting fee payable noncurrent | $ 7,000,000 | $ 14,000,000 | $ 7,000,000 | 4,000,000 | |||||||||||||
Per share amount available for distribution | $ 10 | ||||||||||||||||
Noventiq Holdings PLC [Member] | |||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||||||||||
Share price | $ 10 | ||||||||||||||||
Equity value of expected business acquisition | $ 877,000,000 | ||||||||||||||||
Bussiness combination additional earnt out shares description | one Class A Contingent Share Right (the “Class A CSRs”), one Class B Contingent Share Right (the “Class B CSRs”) and one Class C Contingent Share Right (the “Class C CSRs” and, together with the Class A CSRs and the Class B CSRs, the “CSRs”), in each case | ||||||||||||||||
Noventiq Holdings PLC [Member] | Amended and Restated Business Combination Agreement [Member] | |||||||||||||||||
Pre-money equity value | $ 315,000,000 | ||||||||||||||||
Noventiq Holdings PLC [Member] | Amended and Restated Business Combination Agreement [Member] | Alignment Shares [Member] | |||||||||||||||||
Number of shares issuable | 1,500,000 | ||||||||||||||||
Noventiq Holdings PLC [Member] | Amended and Restated Business Combination Agreement [Member] | Sponsor Earnout Shares [Member] | |||||||||||||||||
Number of shares issuable | 2,000,000 | ||||||||||||||||
Noventiq Holdings PLC [Member] | Amended and Restated Business Combination Agreement [Member] | Noventiq Earnout Shares [Member] | |||||||||||||||||
Number of shares issuable | 15,000,000 | ||||||||||||||||
Noventiq Holdings PLC [Member] | Amended and Restated Business Combination Agreement [Member] | Warrant [Member] | |||||||||||||||||
Number of shares issuable | 380,000 | ||||||||||||||||
Operating And Formation Costs [Member] | |||||||||||||||||
Related party transaction, amounts of transaction | $ 1,630,848 | 202,500 | |||||||||||||||
Administrative Services Agreement [Member] | |||||||||||||||||
Due to related party | 280,000 | $ 320,000 | |||||||||||||||
Minimum [Member] | |||||||||||||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||||||||||||||||
Sponsor [Member] | |||||||||||||||||
Stock issued during period shares | 2,000,000 | ||||||||||||||||
Common stock shares outstanding | 9,825,001 | ||||||||||||||||
Common stock subject to forfeiture | 2,500,000 | ||||||||||||||||
Common stock held in escrow account | 5,000,000 | ||||||||||||||||
Business combination, shares subject to forfeiture upon completion | 5,000,000 | ||||||||||||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||||||||||||
Stock issued during period shares | 2,000,000 | ||||||||||||||||
Sponsor [Member] | Conversion of Class B to Class A Common Stock [Member] | |||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||||||||||
Conversion of stock, shares issued | 9,825,000 | 9,825,000 | |||||||||||||||
Conversion of stock, description | one-for-one | ||||||||||||||||
Sponsor [Member] | Operating And Formation Costs [Member] | |||||||||||||||||
Related party transaction, amounts of transaction | 1,630,848 | ||||||||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | |||||||||||||||||
Due to related party | 280,000 | ||||||||||||||||
Related party transaction, amounts of transaction | $ 40,000 | ||||||||||||||||
Sponsor [Member] | Business Acquisition Agreement [Member] | |||||||||||||||||
Common stock subject to forfeiture | 1,500,000 | ||||||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | |||||||||||||||||
Class of warrants and rights issued during the period | 7,600,000 | 7,600,000 | |||||||||||||||
Class of warrants and rights issued, price per warrant | $ 1.5 | $ 1.5 | |||||||||||||||
Proceeds from issuance of warrants | $ 11,400,000 | $ 11,400,000 | |||||||||||||||
Related Party [Member] | |||||||||||||||||
Due to related party | $ 1,910,848 | ||||||||||||||||
Common Class A [Member] | |||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||||||||
Temporary equity par or stated value per share | $ 10.14 | $ 0.0001 | |||||||||||||||
Stock issued during period, stock options exercised | 38,808,563 | ||||||||||||||||
Temporary equity accretion to redemption value | $ 393,676,799 | ||||||||||||||||
Temproary equity redemption price, per share | $ 10.14 | ||||||||||||||||
Temporary equity redemption earnings in the trust account not previously withdrawn | $ 5,591,169 | ||||||||||||||||
Common stock shares outstanding | 419,938 | 1,191,437 | 9,825,000 | 0 | |||||||||||||
Common stock shares issued | 419,938 | 1,191,437 | 9,825,000 | 0 | |||||||||||||
Temporary equity shares outstanding | 419,938 | 419,938 | 1,191,437 | ||||||||||||||
Temporary equity shares issued | 419,938 | 1,191,437 | |||||||||||||||
Number of stock bought back by the entity at the exercise price or redemption price | 771,499 | 38,808,563 | 771,499 | ||||||||||||||
Value of stock bought back by the entity at the exercise price or redemption price | $ 8,085,078 | $ 393,676,799 | $ 8,085,078 | ||||||||||||||
Stock redeemption price | $ 10.48 | $ 10.48 | |||||||||||||||
Cash withdrawn from trust account for redeemption of stock | $ 370,088 | ||||||||||||||||
Aggregate common shares issued | 10,244,938 | ||||||||||||||||
Aggregate common shares outstanding | 10,244,938 | ||||||||||||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||||||||
Temporary equity par or stated value per share | $ 10.94 | ||||||||||||||||
Common stock shares outstanding | 10,161,589 | ||||||||||||||||
Common stock shares issued | 10,161,589 | ||||||||||||||||
Temporary equity shares outstanding | 336,589 | ||||||||||||||||
Number of stock bought back by the entity at the exercise price or redemption price | 83,349 | ||||||||||||||||
Value of stock bought back by the entity at the exercise price or redemption price | $ 911,508 | ||||||||||||||||
Stock redeemption price | $ 10.94 | ||||||||||||||||
Cash withdrawn from trust account for redeemption of stock | $ 78,018 | ||||||||||||||||
Aggregate common shares issued | 10,161,589 | ||||||||||||||||
Aggregate common shares outstanding | 10,161,589 | ||||||||||||||||
Common Class A [Member] | Sponsor [Member] | |||||||||||||||||
Common stock shares outstanding | 9,825,000 | ||||||||||||||||
Common Class B [Member] | |||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||||||||
Common stock shares outstanding | 175,000 | 10,000,000 | 175,000 | ||||||||||||||
Common stock shares issued | 175,000 | 10,000,000 | |||||||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||||||
Common stock shares outstanding | 9,825,001 | 1 | |||||||||||||||
IPO [Member] | |||||||||||||||||
Transaction costs of share issuance | $ 22,766,081 | ||||||||||||||||
Underwriting expenses on issuance of shares | 8,000,000 | ||||||||||||||||
Deferred underwriting fees | 4,000,000 | 14,000,000 | |||||||||||||||
Other offering costs | 766,081 | ||||||||||||||||
Deferred fee forfeited | 10,000,000 | ||||||||||||||||
Deferred fee payable in cash | $ 14,000,000 | ||||||||||||||||
Deferred underwriting fee payable noncurrent | $ 14,000,000 | ||||||||||||||||
IPO [Member] | Common Class A [Member] | |||||||||||||||||
Stock issued during period shares | 40,000,000 | 40,000,000 | |||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||
Proceeds from issuance of IPO | $ 400,000,000 | ||||||||||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||||||||||
Restricted investments term | 185 days | ||||||||||||||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||||||||||||||
Stock issued during period shares | 5,000,000 | 5,000,000 | |||||||||||||||
Common stock par or stated value per share | $ 0.0001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 20, 2023 | Dec. 20, 2022 | Jan. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash equivalents | $ 0 | $ 0 | |||
FDIC insured | 250,000 | ||||
Unrecognized tax benefits | 0 | 0 | |||
Accrued for interest and penalties | $ 0 | $ 0 | |||
Number of stock bought back by the entity at the exercise price or redemption price | 771,499 | 38,808,563 | |||
Share price | $ 10 | ||||
Aggregate cash withdrawn from trust account for redeemption of stock | $ 370,088 | ||||
Other liabilities current | 1,910,848 | $ 522,500 | |||
Payments to Acquire Restricted Investments | $ 3,262,655 | ||||
Related Party [Member] | |||||
Other liabilities current | 1,910,848 | ||||
Related Party [Member] | Shareholders [Member] | |||||
Other liabilities current | $ 3,262,655 | ||||
Common Class A [Member] | |||||
Increase In carrying amount of subject to possible redemption | $ 411,744 | ||||
Number of stock bought back by the entity at the exercise price or redemption price | 771,499 | 38,808,563 | 771,499 | ||
Value of stock bought back by the entity at the exercise price or redemption price | $ 8,085,078 | $ 393,676,799 | $ 8,085,078 | ||
Stock redeemption price | $ 10.48 | $ 10.48 | |||
Warrant [Member] | |||||
Antidilutive securities excluded from computation of earnings per share | 20,933,333 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A ordinary shares (Detail) - USD ($) | 12 Months Ended | ||||
Jun. 20, 2023 | Dec. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Temporary Equity [Line Items] | |||||
Class A ordinary shares subject to possible redemption | 419,938 | 1,191,437 | 40,000,000 | ||
Class A ordinary shares subject to possible redemption | $ 4,553,517 | $ 12,226,852 | |||
Payments to Class A ordinary shareholders for redemption of shares | (771,499) | (38,808,563) | |||
Payments to Class A ordinary shareholders for redemption of shares | $ (11,347,734) | $ (390,414,144) | |||
Common Class A [Member] | |||||
Temporary Equity [Line Items] | |||||
Class A ordinary shares subject to possible redemption | 419,938 | 419,938 | 1,191,437 | ||
Class A ordinary shares subject to possible redemption | $ 4,553,517 | $ 12,226,852 | $ 400,000,000 | ||
Payments to Class A ordinary shareholders for redemption of shares | (771,499) | (38,808,563) | (771,499) | ||
Payments to Class A ordinary shareholders for redemption of shares | $ (11,347,734) | (390,414,144) | |||
Remeasurement of carrying value to redemption value | 411,744 | 5,903,651 | |||
Common Class A [Member] | Related Party [Member] | |||||
Temporary Equity [Line Items] | |||||
Due to shareholders paid | $ 3,262,655 | $ (3,262,655) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income Per Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | ||
Numerator: Net Income (loss) minus Net Earnings | ||
Allocation of net income (loss) | $ 14,065,369 | |
Denominator [Abstract] | ||
Basic weighted average shares outstanding | 38,830,427 | |
Diluted weighted average shares outstanding | 38,830,427 | |
Basic net income (loss) per ordinary share | $ 0.36 | |
Diluted net income (loss) per ordinary share | $ 0.36 | |
Common Class B [Member] | ||
Numerator: Net Income (loss) minus Net Earnings | ||
Allocation of net income (loss) | $ 3,622,254 | |
Denominator [Abstract] | ||
Basic weighted average shares outstanding | 10,000,000 | |
Diluted weighted average shares outstanding | 10,000,000 | |
Basic net income (loss) per ordinary share | $ 0.36 | |
Diluted net income (loss) per ordinary share | $ 0.36 | |
Class A Redeemable [Member] | ||
Numerator: Net Income (loss) minus Net Earnings | ||
Allocation of net income (loss) | $ (252,935) | |
Denominator [Abstract] | ||
Basic weighted average shares outstanding | 781,380 | 38,830,427 |
Diluted weighted average shares outstanding | 781,380 | 38,830,427 |
Basic net income (loss) per ordinary share | $ (0.32) | $ 0.36 |
Diluted net income (loss) per ordinary share | $ (0.32) | $ 0.36 |
Class A Nonredeemable and Class B [Member] | ||
Numerator: Net Income (loss) minus Net Earnings | ||
Allocation of net income (loss) | $ (3,237,028) | |
Denominator [Abstract] | ||
Basic weighted average shares outstanding | 10,000,000 | 10,000,000 |
Diluted weighted average shares outstanding | 10,000,000 | 10,000,000 |
Basic net income (loss) per ordinary share | $ (0.32) | $ 0.36 |
Diluted net income (loss) per ordinary share | $ (0.32) | $ 0.36 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 21, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Public Warrants [Member] | |||
Exercise price of warrant | $ 11.5 | ||
Common Class A [Member] | |||
Stock conversion basis | Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”) | ||
Shares issuable per warrant | 1 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Common Class A [Member] | Public Warrants [Member] | |||
Shares issuable per warrant | 1 | ||
Exercise price of warrant | $ 11.5 | ||
Common Class A [Member] | IPO [Member] | |||
Stock issued during period shares | 40,000,000 | 40,000,000 | |
Shares issued price per share | $ 10 | $ 10 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Common Class A [Member] | Over-Allotment Option [Member] | |||
Stock issued during period shares | 5,000,000 | 5,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 2 Months Ended | 12 Months Ended | ||||||||||||
Jun. 21, 2023 | Jun. 01, 2023 | Dec. 21, 2020 | Dec. 16, 2020 | Nov. 30, 2020 | Oct. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Jun. 20, 2023 | May 04, 2023 | Dec. 20, 2022 | Dec. 31, 2021 | |
Assets | $ 0 | $ 4,653,117 | $ 15,789,790 | |||||||||||
Minimum lock In period for transfer, assign or sell warrants after completion of IPO | 30 days | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 150,000 | |||||||||||||
Temporary equity shares outstanding | 419,938 | 1,191,437 | 40,000,000 | |||||||||||
Due to related parties current | $ 1,910,848 | $ 522,500 | ||||||||||||
Working Capital Loan [Member] | ||||||||||||||
Debt instrument convertible into warrants | $ 1,500,000 | |||||||||||||
Debt instrument conversion price | $ 1.5 | |||||||||||||
Due to related parties current | $ 0 | 0 | ||||||||||||
Administrative Services Agreement [Member] | ||||||||||||||
Due to related parties current | 280,000 | 320,000 | ||||||||||||
Operating And Formation Costs [Member] | ||||||||||||||
Related party transaction, amounts of transaction | $ 1,630,848 | 202,500 | ||||||||||||
Public Warrants [Member] | ||||||||||||||
Exercise price of warrant | $ 11.5 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Common stock shares outstanding | 9,825,001 | |||||||||||||
Sponsor [Member] | Conversion of Class B to Class A Common Stock [Member] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | |||||||||||||
Conversion of stock, description | one-for-one | |||||||||||||
Conversion of stock, shares issued | 9,825,000 | 9,825,000 | ||||||||||||
Sponsor [Member] | Administrative Services Agreement [Member] | ||||||||||||||
Related party transaction, amounts of transaction | $ 40,000 | |||||||||||||
Maximum threshold on administrative support expense | 960,000 | |||||||||||||
Related party transaction accrued expenses from transactions with related party | 0 | $ 480,000 | ||||||||||||
Due to related parties current | 280,000 | |||||||||||||
Sponsor [Member] | Operating And Formation Costs [Member] | ||||||||||||||
Related party transaction, amounts of transaction | $ 1,630,848 | |||||||||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||||||||
Class of warrants and rights issued during the period | 7,600,000 | 7,600,000 | ||||||||||||
Class of warrants and rights issued, price per warrant | $ 1.5 | $ 1.5 | ||||||||||||
Proceeds from issuance of warrants | $ 11,400,000 | $ 11,400,000 | ||||||||||||
Sponsor [Member] | Share Price More Than Or Equals To USD Twelve [Member] | ||||||||||||||
Share transfer, trigger price per share. | $ 12 | |||||||||||||
Number of consecutive trading days for determining share price | 20 days | |||||||||||||
Number of trading days for determining share price | 30 days | |||||||||||||
Threshold number of trading days for determining share price from date of business combination | 150 days | |||||||||||||
Common Class A [Member] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock shares issued | 9,825,000 | 0 | 419,938 | 1,191,437 | ||||||||||
Common stock shares outstanding | 9,825,000 | 0 | 419,938 | 1,191,437 | ||||||||||
Shares issuable per warrant | 1 | |||||||||||||
Temporary equity shares outstanding | 419,938 | 1,191,437 | 419,938 | |||||||||||
Aggregate common shares issued | 10,244,938 | |||||||||||||
Aggregate common shares outstanding | 10,244,938 | |||||||||||||
Common Class A [Member] | Public Warrants [Member] | ||||||||||||||
Shares issuable per warrant | 1 | |||||||||||||
Exercise price of warrant | $ 11.5 | |||||||||||||
Common Class A [Member] | Sponsor [Member] | ||||||||||||||
Common stock shares outstanding | 9,825,000 | |||||||||||||
Common Class B [Member] | ||||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock shares issued | 175,000 | 10,000,000 | ||||||||||||
Common stock shares outstanding | 175,000 | 10,000,000 | 175,000 | |||||||||||
Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Common stock shares outstanding | 9,825,001 | 1 | ||||||||||||
Number of founder shares transferred | 50,000 | |||||||||||||
Founder Shares [Member] | Sponsor [Member] | ||||||||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||||||
Founder Shares [Member] | Common Class B [Member] | Sponsor [Member] | ||||||||||||||
Stock shares issued during the period for services value | $ 25,000 | |||||||||||||
Shares issued price per share | $ 0.003 | |||||||||||||
Stock issued during period, shares, issued for services | 8,625,000 | |||||||||||||
Common stock par or stated value per share | $ 0.0001 | |||||||||||||
Stock issued during the period stock splits | 1,437,500 | |||||||||||||
Common stock shares issued | 10,062,500 | |||||||||||||
Common stock shares outstanding | 10,062,500 | 10,000,000 | ||||||||||||
Stock forfeited during period, shares | 62,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
Mar. 14, 2024 | Jun. 23, 2023 | Apr. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | Dec. 21, 2020 | |
Loss Contingencies [Line Items] | |||||||
Deferred underwriting fee per unit | $ 0.35 | ||||||
Deferred underwriting fee payable noncurrent | $ 7,000,000 | $ 7,000,000 | $ 4,000,000 | $ 14,000,000 | |||
Forfeiture of deferred underwriting fee payable | $ 7,000,000 | $ 0 | $ 10,000,000 | ||||
Percentage of non refundable fee payable to underwriter | 3% | ||||||
Cash payments if the business combination not consummated | $ 2,000,000 | ||||||
Sponsor [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Cash payment on agreement between sponsor | $ 2,000,000 | ||||||
Stock issued during period shares | 2,000,000 | ||||||
Sponsor [Member] | Subsequent Event [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Stock issued during period shares | 2,000,000 | ||||||
Noventiq Holdings [Member] | Amended and Restated Business Combination Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Cash payments if the business combination not consummated | $ 2,000,000 | ||||||
Noventiq Holdings [Member] | Amended and Restated Business Combination Agreement [Member] | Subsequent Event [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Cash payments if the business combination not consummated third party payments | $ 2,000,000 | ||||||
Cash payments if the business combination not consummated termination fee | $ 1,000,000 | ||||||
IPO [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Deferred underwriting fee payable noncurrent | $ 14,000,000 | ||||||
Deferred fee forfeited | $ 10,000,000 | ||||||
Deferred fee payable in cash | 14,000,000 | ||||||
Deferred underwriting fees | $ 14,000,000 | $ 4,000,000 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Share Price | $ 10 |
Percentage of capital raised for business combination to total equity proceeds | 60% |
Share Price More Than Or Equals To USD Eighteen [Member] | |
Number of consecutive trading days for determining share price | 20 days |
Share Price | $ 18 |
Class of warrants, redemption price per unit | $ 0.01 |
Class of warrants, redemption notice period | 30 days |
Number of trading days for determining share price | 30 days |
Share Price Less Than Or Equals To USD Eighteen [Member] | |
Number of consecutive trading days for determining share price | 20 days |
Share Price | $ 10 |
Class of warrants, redemption price per unit | $ 0.1 |
Class of warrants, redemption notice period | 30 days |
Number of trading days for determining share price | 30 days |
Common Stock [Member] | Share Price Less Than Or Equals To USD Nine Point Two [Member] | |
Class of warrant or right, redemption price adjustment percentage | 115% |
Common Stock [Member] | Share Price More Than Or Equals To USD Eighteen [Member] | |
Share Price | $ 18 |
Class of warrant or right, redemption price adjustment percentage | 180% |
Common Stock [Member] | Share Price Less Than Or Equals To USD Eighteen [Member] | |
Share Price | $ 10 |
Common Class A [Member] | Common Stock [Member] | |
Number of consecutive trading days for determining share price | 10 days |
Share Price | $ 9.2 |
Fair market value per share | 0.361 |
Public Warrants [Member] | |
Exercise price of warrant | $ 11.5 |
Warrants exercisable term from the date of completion of business combination | 30 days |
Warrants exercisable term from the closing of IPO | 12 months |
Minimum lock In period For SEC Registration From Date Of Business Combination | 15 days |
Minimum lock In period to become effective after the closing of the initial Business Combination | 60 days |
Public Warrants [Member] | Common Class A [Member] | |
Exercise price of warrant | $ 11.5 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||||||
Feb. 29, 2024 | Jun. 21, 2023 | Jun. 20, 2023 | Jun. 01, 2023 | Dec. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 01, 2024 | Mar. 31, 2024 | May 04, 2023 | Dec. 31, 2021 | |
Preferred stock shares authorized | 1,000,000 | 1,000,000 | |||||||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock shares issued | 0 | 0 | |||||||||
Preferred stock shares outstanding | 0 | 0 | |||||||||
Temporary equity shares outstanding | 419,938 | 1,191,437 | 40,000,000 | ||||||||
Minimum percentage of common stock to be held after conversion of shares | 20% | ||||||||||
Number of stock bought back by the entity at the exercise price or redemption price | 771,499 | 38,808,563 | |||||||||
Cash withdrawn from trust account for redeemption of stock | $ 370,088 | ||||||||||
Sponsor [Member] | |||||||||||
Common stock shares outstanding | 9,825,001 | ||||||||||
Conversion of Class B to Class A Common Stock [Member] | Sponsor [Member] | |||||||||||
Common stock par or stated value per share | $ 0.0001 | ||||||||||
Conversion of stock, shares converted | 9,825,000 | ||||||||||
Conversion of stock, description | one-for-one | ||||||||||
Conversion of stock, shares issued | 9,825,000 | 9,825,000 | |||||||||
Common Class A [Member] | |||||||||||
Common stock shares authorized | 300,000,000 | 300,000,000 | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares issued | 419,938 | 1,191,437 | 9,825,000 | 0 | |||||||
Common stock shares outstanding | 419,938 | 1,191,437 | 9,825,000 | 0 | |||||||
Temporary equity shares issued | 419,938 | 1,191,437 | |||||||||
Temporary equity shares outstanding | 419,938 | 419,938 | 1,191,437 | ||||||||
Number of stock bought back by the entity at the exercise price or redemption price | 771,499 | 38,808,563 | 771,499 | ||||||||
Temporary equity par or stated value per share | $ 10.14 | $ 0.0001 | |||||||||
Value of stock bought back by the entity at the exercise price or redemption price | $ 8,085,078 | $ 393,676,799 | $ 8,085,078 | ||||||||
Common Stock Held in Trust | $ 5,591,169 | ||||||||||
Stock redemption price | $ 10.48 | ||||||||||
Cash withdrawn from trust account for redeemption of stock | $ 370,088 | ||||||||||
Aggregate common shares outstanding | 10,244,938 | ||||||||||
Aggregate common shares issued | 10,244,938 | ||||||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||
Common stock shares issued | 10,161,589 | ||||||||||
Common stock shares outstanding | 10,161,589 | ||||||||||
Temporary equity shares outstanding | 336,589 | ||||||||||
Number of stock bought back by the entity at the exercise price or redemption price | 83,349 | ||||||||||
Temporary equity par or stated value per share | $ 10.94 | ||||||||||
Value of stock bought back by the entity at the exercise price or redemption price | $ 911,508 | ||||||||||
Common Stock Held in Trust | 78,018 | ||||||||||
Cash withdrawn from trust account for redeemption of stock | $ 78,018 | ||||||||||
Aggregate common shares outstanding | 10,161,589 | ||||||||||
Aggregate common shares issued | 10,161,589 | ||||||||||
Common Class A [Member] | Sponsor [Member] | |||||||||||
Common stock shares outstanding | 9,825,000 | ||||||||||
Common Class B [Member] | |||||||||||
Common stock shares authorized | 30,000,000 | 30,000,000 | |||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares issued | 175,000 | 10,000,000 | |||||||||
Common stock shares outstanding | 175,000 | 10,000,000 | 175,000 | ||||||||
Common stock, voting rights | one vote | ||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||
Common stock shares outstanding | 9,825,001 | 1 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets held-in-trust, current | $ 0 | $ 0 |
Public Warrants [Member] | Measurement Input, Share Price [Member] | ||
Aggregate value of warrants outstanding | $ 800,000 | $ 400,000 |
Aggregate value of warrants outstanding per share | $ 0.06 | $ 0.03 |
Private Placement Warrants [Member] | Measurement Input, Share Price [Member] | ||
Aggregate value of warrants outstanding | $ 500,000 | $ 200,000 |
Aggregate value of warrants outstanding per share | $ 0.06 | $ 0.03 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Assets Measured On Recurring Basis (Detail) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Marketable Securities Held In Trust Account [Member] | Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities held in Trust Account | $ 4,553,517 | $ 15,489,507 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Fair Value Liabilities Measured On Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | $ 1,297,866 | $ 628,000 | |
Public Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 826,666 | 400,000 | $ 9,200,000 |
Public Warrants [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 826,666 | 400,000 | |
Private Placement Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | 471,200 | 228,000 | $ 5,320,000 |
Private Placement Warrants [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant Liability | $ 471,200 | $ 228,000 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Fair Value of Warrant Liabilities (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in valuation inputs or other assumptions | $ 669,866 | $ (13,892,000) |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 628,000 | |
Fair value, Ending Balance | 1,297,866 | 628,000 |
Public Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 400,000 | 9,200,000 |
Change in valuation inputs or other assumptions | 426,666 | (8,800,000) |
Fair value, Ending Balance | 826,666 | 400,000 |
Private Placement Warrants [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 228,000 | 5,320,000 |
Change in valuation inputs or other assumptions | 243,200 | (5,092,000) |
Fair value, Ending Balance | 471,200 | 228,000 |
Warrant Liabilities [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | 628,000 | 14,520,000 |
Change in valuation inputs or other assumptions | 669,866 | (13,892,000) |
Fair value, Ending Balance | $ 1,297,866 | $ 628,000 |
Fair Value Measurements - Discl
Fair Value Measurements - Disclosure Of Inputs Used In Measuring The Fair Value Of Warrants (Detail) - Subsequent Measurement [Member] - Public Warrants And Private Placement Warrants [Member] | Dec. 31, 2022 d yr |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 3.99 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | yr | 5 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.8 |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 11.5 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 9.89 |
Redemption Threshold Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 18 |
Redemption Threshold Days [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 20 |
Redemptin Threshold Consecutive Trading Days [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 30 |
Redemption Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 0.01 |
Measurement Input Probability Of A Successful Acquisition [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and Rights Outstanding, Measurement Input | 50 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||||
Mar. 14, 2024 | Feb. 29, 2024 | Jun. 20, 2023 | Apr. 28, 2023 | Dec. 20, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | May 04, 2023 | |
Subsequent Event [Line Items] | ||||||||
Stock redeemed or called during period shares | 771,499 | 38,808,563 | ||||||
Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock shares outstanding | 9,825,001 | |||||||
Stock issued during period shares | 2,000,000 | |||||||
Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock redeemed or called during period shares | 771,499 | 38,808,563 | 771,499 | |||||
Stock redeemed or called during period value | $ 8,085,078 | $ 393,676,799 | $ 8,085,078 | |||||
Temporary equity par or stated value per share | $ 10.14 | $ 0.0001 | ||||||
Common stock held in trust | $ 5,591,169 | |||||||
Common stock shares issued | 419,938 | 1,191,437 | 9,825,000 | 0 | ||||
Common stock shares outstanding | 419,938 | 1,191,437 | 9,825,000 | 0 | ||||
Common Class A [Member] | Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock shares outstanding | 9,825,000 | |||||||
Subsequent Event [Member] | Sponsor [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock issued during period shares | 2,000,000 | |||||||
Subsequent Event [Member] | Noventiq Holdings [Member] | Amended and Restated Business Combination Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Cash payments if the business combination not consummated third party payments | $ 2,000,000 | |||||||
Cash payments if the business combination not consummated termination fee | $ 1,000,000 | |||||||
Subsequent Event [Member] | Common Class A [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock redeemed or called during period shares | 83,349 | |||||||
Stock redeemed or called during period value | $ 911,508 | |||||||
Temporary equity par or stated value per share | $ 10.94 | |||||||
Common stock held in trust | $ 78,018 | |||||||
Common stock shares issued | 10,161,589 | |||||||
Common stock shares outstanding | 10,161,589 |