Moringa Acquisition (MACA) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 01, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None
Entity Information [Line Items]
Entity Registrant Name	Moringa Acquisition Corp
Entity Central Index Key	0001835416
Entity File Number	001-40073
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 28,606,956
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	250 Park Avenue
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10177
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	572-6395
Class A ordinary shares, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	MACA
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	MACAW
Security Exchange Name	NASDAQ
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Trading Symbol	MACAU
Security Exchange Name	NASDAQ
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		3,870,018
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		1

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2023
Auditor [Table]
Auditor Name	Kesselman & Kesselman
Auditor Firm ID	1309
Auditor Location	Tel-Aviv, Israel

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023		Dec. 31, 2022
ASSETS:
Cash and cash equivalents	$ 108,278		$ 59,714
Investments held in Trust Account	5,697,632		116,692,038
Prepaid expenses	28,305		43,853
TOTAL ASSETS	5,834,215		116,795,605
LIABILITIES:
Accrued expenses	115,560		86,688
Private warrant liability	8,531		29,640
TOTAL LIABILITIES	2,985,091		1,306,328
COMMITMENTS AND CONTINGENCIES
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 515,019 and 11,500,000 shares at redemption value $11.06 and $10.15 as of December 31, 2023 and 2022, respectively	5,697,632		116,692,038
CAPITAL DEFICIENCY:
Preferred Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and 2022.
Additional paid-in capital
Accumulated deficit	(2,848,844)		(1,203,097)
TOTAL CAPITAL DEFICIENCY	(2,848,508)		(1,202,761)
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY	5,834,215		116,795,605
Class A Ordinary Shares
CAPITAL DEFICIENCY:
Ordinary shares, value	336		48
Class B Ordinary Shares
CAPITAL DEFICIENCY:
Ordinary shares, value		[1]	288
Related Party
LIABILITIES:
Related party	$ 2,861,000		$ 1,190,000
[1] Less than one US dollar.

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred Shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred Shares, shares authorized	5,000,000	5,000,000
Preferred Shares, shares issued
Preferred Shares, shares outstanding
Class A Ordinary Shares
Ordinary shares subject to possible redemption, shares	515,019	11,500,000
Ordinary shares subject to possible redemption, redemption value (in Dollars per share)	$ 11.06	$ 10.15
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	500,000,000	500,000,000
Ordinary shares, shares issued	3,354,999	480,000
Ordinary shares, shares outstanding	3,354,999	480,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	50,000,000	50,000,000
Ordinary shares, shares issued	1	2,875,000
Ordinary shares, shares outstanding	1	2,875,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Interest earned on investments held in trust account	$ 1,364,444	$ 1,685,666
General and administrative	(1,122,480)	(1,232,342)
Change in fair value of Private Warrant liability	21,109	130,701
Net profit for the year	$ 263,073	$ 584,025
Class A Ordinary Shares Subject to Possible Redemption
Weighted average number of ordinary share (in Shares)	2,774,850	11,500,000
Basic net profit per ordinary share (in Dollars per share)	$ 0.51	$ 0.07
Non-redeemable Class A and Class B Ordinary Share
Weighted average number of ordinary share (in Shares)	3,355,000	3,355,000
Basic net profit per ordinary share (in Dollars per share)	$ (0.34)	$ (0.07)

Statements of Operations (Paren

Statements of Operations (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Ordinary Shares Subject to Possible Redemption
Diluted net profit per ordinary share	$ 0.51	$ 0.07
Non-redeemable Class A and Class B Ordinary Share
Diluted net profit per ordinary share	$ (0.34)	$ (0.07)

Statements of Changes in Capita

Statements of Changes in Capital Deficiency Equity - USD ($)	Class A ordinary shares	Class B ordinary shares		Additional paid-in capital	Accumulated deficit	Total
Balance at Dec. 31, 2021	$ 48	$ 288		$ 855,994	$ (951,078)	$ (94,748)
Balance (in Shares) at Dec. 31, 2021	480,000	2,875,000
Subsequent accretion of Class A Ordinary Shares subject to possible redemption to amount				(855,994)	(836,044)	(1,692,038)
Net profit for the year					584,025	584,025
Balance at Dec. 31, 2022	$ 48	$ 288			(1,203,097)	(1,202,761)
Balance (in Shares) at Dec. 31, 2022	480,000	2,875,000
Subsequent accretion of Class A Ordinary Shares subject to possible redemption to amount					(1,908,820)	(1,908,820)
Conversion of Class B ordinary shares into Class A ordinary shares	$ 288	$ (288)
Conversion of Class B ordinary shares into Class A ordinary shares (in Shares)	2,874,999	(2,874,999)
Net profit for the year					263,073	263,073
Balance at Dec. 31, 2023	$ 336		[1]		$ (2,848,844)	$ (2,848,508)
Balance (in Shares) at Dec. 31, 2023	3,354,999	1
[1] Less than one US dollar.

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit for the year	$ 263,073	$ 584,025
Adjustments to reconcile net profit to net cash provided by operating activities:
Changes in the fair value of the private warrant liability	(21,109)	(130,701)
Changes in operating assets and liabilities:
Decrease in prepaid expenses	15,548	325,000
Increase (decrease) in related party	20,000	(10,000)
Increase in accrued expenses	28,872	48,112
Net cash provided by operating activities	306,384	816,436
CASH FLOWS FROM FINANCING ACTIVITIES:
Partial redemption of Class A ordinary shares subject to possible redemption	(112,903,226)
Proceeds from a promissory note – related party	1,651,000	890,000
Net cash provided by (used in) financing activities	(111,252,226)	890,000
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT	(110,945,842)	1,706,436
CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT AT BEGINNING OF YEAR	116,751,752	115,045,316
CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT AT END OF YEAR	5,805,910	116,751,752
RECONCILIATION OF CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT:
Cash and cash equivalents	108,278	59,714
Investments held in trust account	5,697,632	116,692,038
Total cash, cash equivalents and investments held in a trust account	5,805,910	116,751,752
SUPPLEMENTARY INFORMATION REGARDING NON-CASH ACTIVITIES:
Conversion of Class B ordinary shares into Class A ordinary shares	$ 288

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2023
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General Moringa Acquisition Corp (hereafter – the Company) is a blank check company, incorporated on September 24, 2020 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). All activity for the year ended December 31, 2023 relates to the Company’s search for a target company, as well as attempts to consummate the Proposed Holisto Merger which was terminated on August 8, 2023 as detailed in Note 1(f). In February 2024, the Company entered into a Business Combination Agreement with Silexion. Refer to Note 10(b) for further information regarding the Proposed Business Combination. The Company has selected December 31 as its fiscal year end. b. Sponsor and Financing The Company’s sponsor is Moringa Sponsor, L.P., a Cayman exempted limited partnership (which is referred to herein, together with its wholly-owned subsidiary, Moringa Sponsor (US) LP, a Delaware limited partnership, as the “Sponsor”). The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on February 16, 2021. The initial stage of the Company’s Public Offering – – c. The Trust Account The proceeds held in the Trust Account are invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. The Company’s complies with the provisions of ASU 2016-18, under which changes in proceeds held in the Trust Account are accounted for as Changes in Cash, Cash Equivalents and Investments Held in a Trust Account in the Company’s Statements of Cash Flows. Refer to Note 4(a) for information regarding proceeds loaned by the Sponsor under the Sixth and Eighth Promissory Notes, deposited into the Trust Account. d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account) as of the time of entry into the related definitive agreement for the Initial Business Combination. There is no assurance that the Company will be able to successfully consummate an Initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the Initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Class A ordinary shares subject to possible redemption are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity”. Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the Initial Business Combination within 24 months (as was subsequently extended, as described below) from the Closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary share, including any Class A ordinary share issuable upon conversion of such Class B ordinary shares, and Class A ordinary share (as described in Note 7) held by them if the Company fails to complete the Initial Business Combination within 24 months (as was subsequently extended) of the Closing of the Public Offering or during any extended time that the Company has to consummate an Initial Business Combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares subject to possible redemption, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an Initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. On February 9, 2023 the Company held an extraordinary general meeting in lieu of the 2022 annual general meeting of the Company (hereafter – the First Extension Meeting). At the First Extension Meeting, the Company’s shareholders approved the proposal to adopt, by way of special resolution, an amendment to the Amended and Restated Articles to extend the date by which the Company has to consummate a business combination from the 24 month anniversary of the Closing of the Public Offering—i.e., February 19, 2023 to August 19, 2023 (hereafter – the Extended Mandatory Liquidation Date) or such earlier date as may be determined by the Board in its sole discretion. On August 18, 2023 the Company held an extraordinary general meeting in lieu of the 2023 annual general meeting of the Company (hereafter – the Second Extension Meeting). At the Second Extension Meeting, the Company’s shareholders approved, among other proposals, an amendment to the Amended and Restated Memorandum and Articles of Association to further extend the date by which the Company has to consummate a business combination from the Extended Mandatory Liquidation Date to August 19, 2024 (hereafter – the Second Extended Mandatory Liquidation Date) or such earlier date as may be determined by the Board in its sole discretion. Refer to Note 4(a) for information regarding proceeds received by the Company from the Sponsor under the Sixth and Eighth Promissory Notes, which were deposited into the Trust Account. Refer to Note 7(a) for information regarding the partial redemptions of Class A ordinary shares subject to possible redemption, following the First and Second Extension Meetings. Refer to Note 5(b) for information regarding the conversion of Class B ordinary shares into Class A ordinary shares, following the Second Extension Meeting. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of December 31, 2023 the Company had approximately $108 thousand of cash and an accumulated deficit of approximately $2,848 thousand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standard Codification 205-40, “Going Concern”, the Company will need to obtain additional funds in order to satisfy its liquidity needs in its endeavors to consummate a business combination. Since its inception date and through the issuance date of these financial statements, the Company’s liquidity needs were satisfied through an initial capital injection from the Sponsor, followed by net Private Placement proceeds, as well as several withdrawals of the Sponsor promissory notes. Management has determined that it will need to continue to rely and is significantly dependent on both outstanding and future promissory notes, or other forms of financial support (all of which the Sponsor is not obligated to provide). Moreover, following the Second Extension Meeting, the Company has until August 19, 2024 to consummate an Initial Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. There can be no assurance that the Company will be able to consummate any business combination ahead of the Second Extended Mandatory Liquidation Date, nor will it be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements. In February 2024, the Company entered into a Business Combination Agreement with Silexion Therapeutics Ltd. (hereafter – Silexion). Refer to Note 10(b) for further information regarding the Proposed Business Combination. No adjustments have been made to the carrying amounts of assets or liabilities should the company fail to obtain financial support in its pursuit to consummate an Initial Business Combination, nor if it is required to liquidate after the Second Extended Mandatory Liquidation Date. f. Proposed Business Combination On June 9, 2022 the Company entered into a Business Combination Agreement for a proposed business combination (hereafter – the Proposed Holisto Merger) with Holisto Ltd., a company organized under the laws of the State of Israel (hereafter – Holisto) and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto. On August 7, 2023 Holisto notified the Company that it was terminating the Proposed Holisto Merger agreement. The termination became effective as of August 8, 2023. Upon termination of the Proposed Holisto Merger, all rights and obligations of each party to the agreement ceased, except for those obligations of the parties that are intended to survive such termination and which remain in effect in accordance with their respective terms. Neither the Company nor Holisto has any remaining substantive obligation to one another following the above-mentioned termination, as of date of these financial statements. In February 2024, the Company entered into a Business Combination Agreement with Silexion. Refer to Note 10(b) for further information regarding the Proposed Business Combination. g. Impact of War in Israel On October 7, 2023 Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the business and operations on any target company with which the Company may combine, and on Israel’s economy in general. These events may cause wider macroeconomic deterioration in Israel, which may have a material adverse effect on the Company’s ability to effectively complete an Initial Business Combination, or on the operations of an Israel-centered target company with which the Company may combine. Refer to Note 10(b) for further information regarding the Proposed Business Combination.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES: a. Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC. b. Emerging Growth Company 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. 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. c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use by nature of the account and are readily convertible to known amounts of cash. d. Class A Ordinary Shares subject to possible redemption As discussed in Note 1(b), all of the 11,500,000 Class A ordinary shares sold as part of the Units in the Public Offering contained a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company has classified all of the shares sold under the Public Units as subject to possible redemption. Refer to Note 7(a) for information regarding the partial redemptions of Class A ordinary shares subject to possible redemption, following the First Extension Meeting and the Second Extension Meeting. e. Net profit (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share is computed by dividing net profit (loss) by the weighted average number of shares outstanding during the period. The Company applies the two-class method in calculating net profit (loss) per each class of shares: the non-redeemable shares, which include the Private Class A Ordinary Shares, as defined in Note 7(a), and the Class B ordinary shares (hereafter and collectively – Non-Redeemable class A and B ordinary shares); and the Class A ordinary shares subject to possible redemption. In order to determine the net profit (loss) attributable to each class, the Company first considered the total profit (loss) allocable to both sets of shares. This is calculated using the total net profit (loss) less any interest earned on investments held in the Trust Account. Then, any accretion is fully allocated to the Class A ordinary shares subject to redemption. f. 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 Depository Insurance Coverage of $250,000. From the Company’s incorporation and through December 31, 2023 the Company has not experienced any losses on these accounts. As of December 31, 2023 the Company held its cash and cash equivalents in an SVB bank account, and its investments Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820. g. Public Warrants The Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities. h. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s statement of operations. Refer to Note 6 for information regarding the model used to estimate the fair value of the Private Warrants (as defined in Note 3). i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. j. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 may differ from those estimates and such differences may have a material impact on the Company’s financial statements. k. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17. l. Recent accounting pronouncements 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.

Public Offering and Private Pla

Public Offering and Private Placements	12 Months Ended
	Dec. 31, 2023
Public Offering and Private Placements [Abstract]
PUBLIC OFFERING AND PRIVATE PLACEMENTS	NOTE 3 – PUBLIC OFFERING AND PRIVATE PLACEMENTS: In the initial Public Offering, the Company issued and sold 11,500,000 units (including 1,500,000 units sold at a second closing pursuant to the underwriters’ exercise of their over-allotment option in full) at an offering price of $10.00 per unit (hereafter – the Units). The Sponsor and EarlyBirdCapital, Inc. (the representative of the underwriters) purchased, in a private placement that occurred simultaneously with the two closings of the initial Public Offering (hereafter – the Private Placement), an aggregate of 352,857 and 27,143 Units, respectively, at a price of $10.00 per Unit. Each Unit (both those sold in the initial Public Offering and in the Private Placement) consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (hereafter – each, a Public Warrant and a Private Warrant, and collectively, the Warrants). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants trade. Each Warrant will become exercisable 30 days after the completion of the Company’s Initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption (only in the case of the Public Warrants) or liquidation. Once the Public Warrants become exercisable, the Company may redeem them 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, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The Private Warrants are identical to the Public Warrants except that, for so long as they are held by the Sponsor, EarlyBirdCapital, Inc. or their respective affiliates: (1) will not be redeemable by the Company; (2) may not (including the Class A ordinary shares issuable upon exercise thereof), subject to certain limited exceptions, be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s Initial Business Combination; (3) may be exercised by the holders thereof on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise thereof) are entitled to registration rights. The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering and the full exercise of the underwriters’ over-allotment, or $2,300,000, in the aggregate, to the underwriters at the two closings of the Public Offering. Refer to Note 5(a) for more information regarding an additional fee payable to the underwriters upon the consummation of an Initial Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 4 – RELATED PARTY TRANSACTIONS: a. Promissory Notes The Company has issued several promissory note agreements to its Sponsor throughout its life term, in order to fulfil its ongoing operational needs or preparations towards an Initial Business Combination. All outstanding promissory notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s Initial Business Combination, or (b) Second Extended Mandatory Liquidation Date (hereafter and collectively – the Maturity Date). First Promissory Note The First Promissory Note withdrawn was borrowed and repaid in full in early 2021 and has subsequently expired. Second to Fifth Promissory Notes On August 9, 2021 the Company issued its Second Promissory Note to the Sponsor, according to which the former may withdraw up to $1 million – which has been withdrawn in full in several installments up until June 2022. In December 2022 the Company issued its Third and Fourth Promissory Notes (hereafter – the Third and Fourth Promissory Notes), according to which the Company may withdraw up to an aggregate amount of $190 thousand – which were withdrawn in full on the same month. On February 8, 2023 the Company issued its Fifth Promissory Note to the Sponsor, in an amount of up to $310 thousand, which were withdrawn in full in several installments between February and June 2023. According to the terms of the outstanding Second, Third, Fourth and Fifth Promissory Notes, which comprise an aggregate principal of $1.5 million, the Sponsor may elect to convert any portion of the amounts outstanding into private warrants to purchase Class A ordinary shares at a conversion price of $1 per private warrant on the Maturity Date. Such private warrants will have an exercise price of $11.5 and shall be identical to the private warrants included in the private units. Sixth Promissory Note On February 9, 2023 the Company issued its Sixth Promissory Note to the Sponsor, in an amount of $480 thousand – under which the funds that were loaned by the Sponsor were deposited into the Company’s Trust Account, in connection with the First Extension. The Sponsor provided six monthly injections of $80 thousand into the Company’s Trust Account under the Sixth Promissory Note, starting February 19, 2023. Seventh Promissory Note On June 14, 2023 the Company issued its Seventh Promissory Note to the Sponsor in an amount of up to $1 million, of which $210 thousand were withdrawn at the same date; and approximately $586 thousand were withdrawn up until December 31, 2023. Eighth Promissory Note On August 18, 2023 the Company issued its Eighth Promissory Note to the Sponsor, in an amount of approximately $154 thousand – under which the funds that were loaned by the Sponsor were deposited into the Company’s Trust Account, in connection with the Second Extension. The Sponsor shall make monthly injections of approximately $13 thousand into the Company’s Trust Account, starting August 19, 2023 and up until the earlier of the Second Extended Mandatory Liquidation Date (or such earlier date that the Board determines to liquidate the Company) or the date on which an Initial Business Combination is completed. b. Administrative Services Agreement On December 16, 2020 the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the initial Public Offering and will continue until the earlier of (i) the consummation of the Company’s Initial Business Combination, or (ii) the Company’s liquidation. The composition of the Related Party balance as of December 31, 2023 and 2022 is as follows: December 31, December 31, U.S. dollars Promissory notes 2,841,000 1,190,000 Accrual for Administrative Services Agreement 20,000 - 2,861,000 1,190,000

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5 – COMMITMENTS AND CONTINGENCIES: a. Underwriters’ Deferred Discount Under the Business Combination Marketing Agreement, the Company shall pay an additional fee (hereafter – the Deferred Commission) of 3.5% of the gross proceeds of the Public Offering (or $4,025,000) payable upon the Company’s completion of the Initial Business Combination. The Deferred Commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes an Initial Business Combination. b. Nasdaq Deficiency Notices First Deficiency Notice On March 28, 2023 the Company received a notice from the Nasdaq Listing Qualifications Department indicating that it is not in compliance with Nasdaq Listing Rule 5550(a)(3) (hereafter – the First Deficiency), according to which the Company must satisfy the Minimum Public Holders Rule which requires listed companies to have at least 300 public holders. The Company has submitted its compliance plan on May 11, 2023 which was accepted by Nasdaq, which has then granted an extension of up to 180 calendar days from the date of the notice – until September 24, 2023 – to evidence compliance with the rule. On September 27, 2023 the Company received a notice from the Nasdaq Listing Qualifications Department indicating that it has regained compliance with the First Deficiency. Second Deficiency Notice On June 15, 2023 the Company received another notice from Nasdaq Listing Qualifications Department indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(2) (hereafter – the Second Deficiency), according to which the Company must sustain a market value of listed securities of at least $35 million, for continued listing on the Nasdaq Capital Market. The notice was only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 6 – FAIR VALUE MEASUREMENTS: Following the Second Extension Meeting, the Sponsor converted 2,874,999 of its Class B ordinary shares on a one to one basis into Class A ordinary shares, in an effort to regain compliance with the Second Deficiency. On November 24, 2023 the Company received a notice from the Nasdaq Listing Qualifications Department indicating that it has regained compliance with the Second Deficiency. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). Basis for Fair Value Measurement The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 by level within the fair value hierarchy: Level December 31, December 31, Assets: Money market funds held in Trust Account 1 5,697,632 116,692,038 Liabilities: Private warrant liability 3 8,531 29,640 The estimated fair value of the Private Placement Warrants was determined using a binomial model to extract the market’s implied probability for an Initial Business Combination, using the Public Warrant’s market price. Once probability was extracted, a Black-Scholes-Merton model with Level 3 inputs was used to calculate the Private Warrants’ fair value. Inherent in a Black-Scholes-Merton model are assumptions related to expected life (term), expected stock price, volatility, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of selected peer companies’ Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of As of Share price $ 10.0 $ 10.0 Strike price $ 11.5 $ 11.5 Volatility 60 % 50 % Risk-free interest rate 4.78 % 4.00 % Dividend yield 0.00 % 0.00 % U.S. Value of warrant liability measured with Level 3 inputs at December 31, 2022 29,640 Change in fair value of private warrant liability measured with Level 3 inputs (21,109 ) Value of warrant liability measured with Level 3 inputs at December 31, 2023 8,531

Capital Deficiency

Capital Deficiency	12 Months Ended
	Dec. 31, 2023
Capital Deficiency [Abstract]
CAPITAL DEFICIENCY	NOTE 7 – CAPITAL DEFICIENCY: a. Ordinary Shares Class A Ordinary Shares On November 20, 2020 the Company issued 100,000 Class A ordinary shares of $0.0001 par value each to designees of the Representative (hereafter – the Representative Shares) for a consideration equal to the par value of the shares. The Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company accounted for the issuance of the Representative Shares as compensation expenses amounting to $860, with a corresponding credit to Additional Paid-In Capital, for the excess value over the consideration paid. The Company estimated the fair value of the issuance based upon the price of Class B Ordinary Shares that were issued to the Sponsor. Pursuant to the initial Public Offering and the concurrent Private Placement that were each effected in two closings – on February 19, 2021 and March 3, 2021 – the Company issued and sold an aggregate of 11,500,000 and 380,000 Class A ordinary shares as part of the Units sold in those respective transactions. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $115 million and $3.8 million in the Public Offering and Private Placement, respectively. See Note 3 above for further information regarding those share issuances. The Company classified its 11,500,000 Class A ordinary shares subject to possible redemption as temporary equity. The remaining 480,000 Private Class A ordinary shares were classified as permanent equity. In conjunction with the First and Second Extensions, 8,910,433 and 2,074,548 Class A Ordinary Shares subject to possible redemption were redeemed, respectively, for their redemption value, including accrued interest. As part of the partial redemptions approximately $113 million has been withdrawn from the Investments held in Trust Account. Class B Ordinary Shares On November 20, 2020 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor’s wholly-owned Delaware subsidiary. Out of the 2,875,00 Class B ordinary shares are convertible into non-redeemable Class A ordinary shares, on a one-for-one basis, automatically on the day of the Business Combination or at the election of the holder thereof at any time prior to the Business Combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an Initial Business Combination. Refer to Note 5(b) for information regarding the conversion of Class B ordinary shares into Class A ordinary shares following the Second Extension Meeting. b. Preferred shares The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of December 31, 2023 the Company has no preferred shares issued and outstanding.

Net Profit (Loss) Per Share

Net Profit (Loss) Per Share	12 Months Ended
	Dec. 31, 2023
Net Profit (Loss) Per Share [Abstract]
NET PROFIT (LOSS) PER SHARE	NOTE 8 – NET PROFIT (LOSS) PER SHARE: The following table reflects the calculation of basic and diluted net profit (loss) per share (in dollars, except share amounts): Year ended 2023 2022 Net profit for the year $ 263,073 $ 584,025 Less – interest earned on Investment held in Trust Account (1,364,444 ) (1,685,666 ) Net loss excluding interest $ (1,101,371 ) $ (1,101,641 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest $ (498,567 ) $ (852,835 ) Accretion to Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 1,908,820 1,685,666 $ 1,410,253 $ 832,831 Denominator: Weighted average number of shares 2,774,850 11,500,000 Basic and diluted net profit per Class A ordinary share subject to possible redemption $ 0.51 $ 0.07 Non-redeemable Class A and B ordinary shares: Numerator: Net loss excluding interest $ (602,804 ) $ (248,806 ) Accretion (544,376 ) - (1,147,180 ) (248,806 ) Denominator: Weighted average number of shares 3,355,000 3,355,000 Basic and diluted net loss per non-redeemable Class A and B ordinary share $ (0.34 ) $ (0.07 ) The potential exercise of 5,750,000 Public Warrants and 190,000 Private Warrants sold in the Public Offering and Private Placements as detailed in Note 3 into 5,940,000 shares has not been included in the calculation of diluted net profit (loss) per share, since the exercise of the warrants is contingent upon the occurrence of a future event. Additionally, the effect of the conversion of the Second, Third, Forth and Fifth Promissory Notes into an aggregate amount of 1,500,000 private warrants (exercisable into 1,500,000 shares) as detailed in Note 4, has not been included in the calculation of diluted net profit (loss) per share, since the conversion of the abovementioned promissory notes is contingent upon the occurrence of a future event. As a result, diluted net profit (loss) per share is the same as basic net profit (loss) per share for each of the periods presented, and for each class.

General and Administrative

General and Administrative	12 Months Ended
	Dec. 31, 2023
General and Administrative [Abstract]
GENERAL AND ADMINISTRATIVE	NOTE 9 – GENERAL AND ADMINISTRATIVE: The formation and other operating expenses for the years ended December 31, 2023 and 2022 are as follows: December 31, December 31, U.S. dollars Legal expenses 259,000 398,903 Audit, bookkeeping and accounting 146,600 143,101 Professional services 245,538 115,651 Management fees 120,000 120,000 Insurance 281,044 325,000 Nasdaq fees 70,000 129,500 Other 298 187 1,122,480 1,232,342

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS: a. Nasdaq Deficiency Note On February 20, 2024, the Company received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that unless the Company timely requests a hearing before the Nasdaq Hearings Panel (hereafter - the Panel), trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on February 29, 2024, 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 Panel to request sufficient time to complete its previously disclosed proposed business combination with Silexion. The hearing request has resulted in a stay of any suspension or delisting action pending the hearing, which is scheduled to take place on April 23, 2024. b. Proposed Business Combination On February 21, 2024, the Company, together with its wholly-owned Israeli subsidiary (hereafter – the Merger Sub), entered into a business combination agreement (hereafter - the BCA) with Silexion Therapeutics Ltd., an Israeli company (hereafter - Silexion). The Business Combination is expected to close in the third quarter of 2024, subject to the satisfaction of customary closing conditions under the BCA, including the approval of the Business Combination by Silexion’s and the Company’s shareholders, and Nasdaq approval of the initial listing of the combined company’s securities. Headquartered in Israel, Silexion is a clinical-stage, oncology-focused biotechnology company that develops innovative treatments for unsatisfactorily treated solid tumor cancers which have a mutated KRAS oncogene. The Business Combination values Silexion at a pre-transaction equity value of $62.5 million, based on a $10 price per share. The BCA and the Business Combination have been unanimously approved by the boards of directors of the Company and Silexion.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 263,073	$ 584,025

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Significant Accounting Policies [Abstract]
Basis of Presentation	a. Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC.
Emerging Growth Company	b. Emerging Growth Company 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. 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.
Cash and cash equivalents	c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use by nature of the account and are readily convertible to known amounts of cash.
Class A Ordinary Shares subject to possible redemption	d. Class A Ordinary Shares subject to possible redemption As discussed in Note 1(b), all of the 11,500,000 Class A ordinary shares sold as part of the Units in the Public Offering contained a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company has classified all of the shares sold under the Public Units as subject to possible redemption. Refer to Note 7(a) for information regarding the partial redemptions of Class A ordinary shares subject to possible redemption, following the First Extension Meeting and the Second Extension Meeting.
Net profit (loss) per share	e. Net profit (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share is computed by dividing net profit (loss) by the weighted average number of shares outstanding during the period. The Company applies the two-class method in calculating net profit (loss) per each class of shares: the non-redeemable shares, which include the Private Class A Ordinary Shares, as defined in Note 7(a), and the Class B ordinary shares (hereafter and collectively – Non-Redeemable class A and B ordinary shares); and the Class A ordinary shares subject to possible redemption. In order to determine the net profit (loss) attributable to each class, the Company first considered the total profit (loss) allocable to both sets of shares. This is calculated using the total net profit (loss) less any interest earned on investments held in the Trust Account. Then, any accretion is fully allocated to the Class A ordinary shares subject to redemption.
Concentration of credit risk	f. 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 Depository Insurance Coverage of $250,000. From the Company’s incorporation and through December 31, 2023 the Company has not experienced any losses on these accounts. As of December 31, 2023 the Company held its cash and cash equivalents in an SVB bank account, and its investments Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820.
Public Warrants	g. Public Warrants The Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities.
Private Warrant liability	h. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, and any change in fair value is recognized in the Company’s statement of operations. Refer to Note 6 for information regarding the model used to estimate the fair value of the Private Warrants (as defined in Note 3).
Financial instruments	i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Use of estimates in the preparation of financial statements	j. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 may differ from those estimates and such differences may have a material impact on the Company’s financial statements.
Income tax	k. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17.
Recent accounting pronouncements	l. Recent accounting pronouncements 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.

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Schedule of Composition of the Related Party Balance	The composition of the Related Party balance as of December 31, 2023 and 2022 is as follows: December 31, December 31, U.S. dollars Promissory notes 2,841,000 1,190,000 Accrual for Administrative Services Agreement 20,000 - 2,861,000 1,190,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis by Level of Fair Value Hierarchy	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 by level within the fair value hierarchy: Level December 31, December 31, Assets: Money market funds held in Trust Account 1 5,697,632 116,692,038 Liabilities: Private warrant liability 3 8,531 29,640
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs	The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of As of Share price $ 10.0 $ 10.0 Strike price $ 11.5 $ 11.5 Volatility 60 % 50 % Risk-free interest rate 4.78 % 4.00 % Dividend yield 0.00 % 0.00 %
Schedule of Warrant Liability Measures	U.S. Value of warrant liability measured with Level 3 inputs at December 31, 2022 29,640 Change in fair value of private warrant liability measured with Level 3 inputs (21,109 ) Value of warrant liability measured with Level 3 inputs at December 31, 2023 8,531

Net Profit (Loss) Per Share (Ta

Net Profit (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Net Profit (Loss) Per Share [Abstract]
Schedule of Basic and Diluted Net Profit (Loss) Per Share	The following table reflects the calculation of basic and diluted net profit (loss) per share (in dollars, except share amounts): Year ended 2023 2022 Net profit for the year $ 263,073 $ 584,025 Less – interest earned on Investment held in Trust Account (1,364,444 ) (1,685,666 ) Net loss excluding interest $ (1,101,371 ) $ (1,101,641 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss excluding interest $ (498,567 ) $ (852,835 ) Accretion to Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) 1,908,820 1,685,666 $ 1,410,253 $ 832,831 Denominator: Weighted average number of shares 2,774,850 11,500,000 Basic and diluted net profit per Class A ordinary share subject to possible redemption $ 0.51 $ 0.07 Non-redeemable Class A and B ordinary shares: Numerator: Net loss excluding interest $ (602,804 ) $ (248,806 ) Accretion (544,376 ) - (1,147,180 ) (248,806 ) Denominator: Weighted average number of shares 3,355,000 3,355,000 Basic and diluted net loss per non-redeemable Class A and B ordinary share $ (0.34 ) $ (0.07 )

General and Administrative (Tab

General and Administrative (Tables)	12 Months Ended
	Dec. 31, 2023
General and Administrative [Abstract]
Schedule of Other Operating Expenses	The formation and other operating expenses for the years ended December 31, 2023 and 2022 are as follows: December 31, December 31, U.S. dollars Legal expenses 259,000 398,903 Audit, bookkeeping and accounting 146,600 143,101 Professional services 245,538 115,651 Management fees 120,000 120,000 Insurance 281,044 325,000 Nasdaq fees 70,000 129,500 Other 298 187 1,122,480 1,232,342

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			12 Months Ended
	Mar. 03, 2021	Feb. 19, 2021	Dec. 31, 2023	Dec. 31, 2022
Description of Organization and Business Operations (Details) [Line Items]
Trust account			$ 5,697,632	$ 116,692,038
Amount from the investments held in trust account			$ 113,000,000
Net asset value per share (in Dollars per share)	$ 1
Business combination of net assets held in trust account			80%
Interest to pay dissolution expenses			$ 100,000
Cash			108,000
Accumulated deficit			$ 2,848,000
Public Offering [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)		10,000,000	11,500,000
Private Placement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Trust account			$ 100,000,000
Over-Allotment Option [Member]
Description of Organization and Business Operations (Details) [Line Items]
Sale of stock (in Shares)	1,500,000		1,500,000
Trust account	$ 15,000,000

Significant Accounting Polici_2

Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage | $	$ 250,000
Class A Ordinary Shares [Member]
Significant Accounting Policies (Details) [Line Items]
Shares subject to possible redemption as temporary equity | shares	11,500,000

Public Offering and Private P_2

Public Offering and Private Placements (Details) - USD ($)			12 Months Ended
	Mar. 03, 2021	Feb. 19, 2021	Dec. 31, 2023	Dec. 31, 2022	Nov. 20, 2020
Public Offering and Private Placements (Details) [Line Items]
Warrants price per share			$ 0.01
Business combination term			5 years
Warrant price per shares exceeds			$ 18
Underwriting commission percentage			2%
IPO [Member]
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)		10,000,000	11,500,000
Sale of stock price			$ 10
Over-Allotment Option [Member]
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)	1,500,000		1,500,000
Aggregate underwriters amount (in Dollars)			$ 2,300,000
Class A Ordinary Shares [Member]
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)	380,000	11,500,000
Sale of stock price	$ 10	$ 10
Ordinary shares, par value			$ 0.0001	$ 0.0001	$ 0.0001
Warrants price per share			$ 11.5
Sponsor [Member] | IPO [Member]
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)			352,857
Sale of stock price			$ 10
Sponsor [Member] | Private Placement [Member]
Public Offering and Private Placements (Details) [Line Items]
Sale of stock (in Shares)			27,143
Sale of stock price			$ 10

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Aug. 19, 2023	Jun. 14, 2023	Dec. 31, 2023	Aug. 18, 2023	Feb. 19, 2023	Feb. 09, 2023	Feb. 08, 2023	Dec. 31, 2022	Aug. 09, 2021	Dec. 16, 2020
Related Party Transactions (Details) [Line Items]
Aggregate principal amount			$ 1,500
Exercise price (in Dollars per share)			$ 0.01
Administrative Services Agreement [Member]
Related Party Transactions (Details) [Line Items]
Monthly office space expenses										$ 10
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Conversion price (in Dollars per share)			1
Exercise price (in Dollars per share)			11.5
Private Warrants [Member]
Related Party Transactions (Details) [Line Items]
Exercise price (in Dollars per share)			$ 11.5
Second Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Promissory Note									$ 1,000
Third and Fourth Promissory Notes [Member]
Related Party Transactions (Details) [Line Items]
Promissory Note								$ 190
Fifth Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Promissory Note							$ 310
Sixth Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Promissory Note					$ 80	$ 480
Seventh Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Promissory Note		$ 1,000
Withdrawn amount		$ 210	$ 586
Eighth Promissory Note [Member]
Related Party Transactions (Details) [Line Items]
Promissory Note				$ 154
Sponsor pay	$ 13

Related Party Transactions (D_2

Related Party Transactions (Details) - Schedule of Composition of the Related Party Balance - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Promissory notes [Member]
Related Party Transaction [Line Items]
Total	$ 2,841,000	$ 1,190,000
Accrual for Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Total	20,000
Related Party [Member]
Related Party Transaction [Line Items]
Total	$ 2,861,000	$ 1,190,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2023	Jun. 15, 2023
Commitments and Contingencies (Details) [Line Items]
Market value of securities		$ 35,000,000
Public Offering [Member]
Commitments and Contingencies (Details) [Line Items]
Additional fee payable percentage	3.50%
Additional fee payable	$ 4,025,000

Fair Value Measurements (Detail

Fair Value Measurements (Details)	12 Months Ended
	Dec. 31, 2023 shares
Class B Ordinary Shares [Member] | Common Stock [Member]
Fair Value Measurements (Details) [Line Items]
Converted shares	2,874,999

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis by Level of Fair Value Hierarchy - Fair Value, Recurring [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Level 1 [Member]
Assets:
Money market funds held in Trust Account	$ 5,697,632	$ 116,692,038
Level 3 [Member]
Liabilities:
Private warrant liability	$ 8,531	$ 29,640

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price (in Dollars per share)	$ 10	$ 10
Strike Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Strike price (in Dollars per share)	$ 11.5	$ 11.5
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Volatility	60%	50%
Risk-free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Risk-free interest rate	4.78%	4%
Dividend Yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Dividend yield	0%	0%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Warrant Liability Measures - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Warrant Liability Measures [Abstract]
Value of private warrant liability measured with Level 3 inputs at Initial Measurement, Ending	$ 8,531	$ 29,640
Change in fair value of private warrant liability measured with Level 3 inputs	$ (21,109)

Capital Deficiency (Details)

Capital Deficiency (Details) - USD ($)				12 Months Ended
	Mar. 03, 2021	Feb. 19, 2021	Nov. 20, 2020	Dec. 31, 2023	Dec. 31, 2022
Capital Deficiency (Details) [Line Items]
Shares as compensation expense (in Dollars)				$ 860
Partial redemption withdrawn from investment held in trust account (in Dollars)				$ 113,000,000
Preferred shares authorized				5,000,000	5,000,000
Preferred shares par value (in Dollars per share)				$ 0.0001	$ 0.0001
Public Offering [Member]
Capital Deficiency (Details) [Line Items]
Sale of stock aggregate consideration (in Dollars)		$ 115,000,000
Private Placement [Member]
Capital Deficiency (Details) [Line Items]
Sale of stock aggregate consideration (in Dollars)	$ 3,800,000
Class A Ordinary Share [Member]
Capital Deficiency (Details) [Line Items]
Ordinary shares issued			100,000	3,354,999	480,000
Ordinary shares par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Number of shares issued	380,000	11,500,000
Sale price per unit (in Dollars per share)	$ 10	$ 10
Shares subject to possible redemption as temporary equity				11,500,000
Permanent equity				480,000
Class B Ordinary Shares [Member]
Capital Deficiency (Details) [Line Items]
Ordinary shares issued			2,875,000	1	2,875,000
Ordinary shares par value (in Dollars per share)			$ 0.0001	$ 0.0001	$ 0.0001
Sale of stock aggregate consideration (in Dollars)			$ 25,000
Ordinary shares issued			287,500
Number of shares subject to forfeiture			375,000
First Extensions [Member] | Class A Ordinary Share [Member]
Capital Deficiency (Details) [Line Items]
Shares subject to possible redemption as temporary equity				8,910,433
Second Extensions [Member] | Class A Ordinary Share [Member]
Capital Deficiency (Details) [Line Items]
Shares subject to possible redemption as temporary equity				2,074,548

Net Profit (Loss) Per Share (De

Net Profit (Loss) Per Share (Details)	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Net Profit (Loss) Per Share (Details) [Line Items]
Warrants, issued	5,940,000
Public Warrants [Member]
Net Profit (Loss) Per Share (Details) [Line Items]
Warrants, issued	5,750,000
Private Warrants [Member]
Net Profit (Loss) Per Share (Details) [Line Items]
Warrants, issued	190,000
Second, Third, Forth and Fifth Promissory Notes [Member] | Private Warrants [Member]
Net Profit (Loss) Per Share (Details) [Line Items]
Promissory notes (in Dollars) | $	$ 1,500,000

Net Profit (Loss) Per Share (_2

Net Profit (Loss) Per Share (Details) - Schedule of Basic and Diluted Net Profit (Loss) Per Share - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net Profit (Loss) Per Share (Details) - Schedule of Basic and Diluted Net Profit (Loss) Per Share [Line Items]
Net profit for the year	$ 263,073	$ 584,025
Less – interest earned on Investment held in Trust Account	(1,364,444)	(1,685,666)
Net loss excluding interest	(1,101,371)	(1,101,641)
Class A Ordinary Share Subject to Possible Redemption [Member]
Numerator:
Net loss excluding interest	(498,567)	(852,835)
Accretion to Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”)	1,908,820	1,685,666
Total	$ 1,410,253	$ 832,831
Denominator:
weighted average number of shares (in Shares)	2,774,850	11,500,000
Basic net profit per ordinary share (in Dollars per share)	$ 0.51	$ 0.07
Non-redeemable Class A and B Ordinary Share [Member]
Numerator:
Net loss excluding interest	$ (602,804)	$ (248,806)
Denominator:
weighted average number of shares (in Shares)	3,355,000	3,355,000
Basic net profit per ordinary share (in Dollars per share)	$ (0.34)	$ (0.07)
Numerator:
Accretion	$ (544,376)

Net Profit (Loss) Per Share (_3

Net Profit (Loss) Per Share (Details) - Schedule of Basic and Diluted Net Profit (Loss) Per Share (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A Ordinary Share Subject to Possible Redemption [Member]
Net Profit (Loss) Per Share (Details) - Schedule of Basic and Diluted Net Profit (Loss) Per Share (Parentheticals) [Line Items]
Diluted weighted average number of shares	2,774,850	11,500,000
Diluted net profit per ordinary share	$ 0.51	$ 0.07
Non-redeemable Class A and B Ordinary Share [Member]
Net Profit (Loss) Per Share (Details) - Schedule of Basic and Diluted Net Profit (Loss) Per Share (Parentheticals) [Line Items]
Diluted weighted average number of shares	3,355,000	3,355,000
Diluted net profit per ordinary share	$ (0.34)	$ (0.07)

General and Administrative (Det

General and Administrative (Details) - Schedule of Other Operating Expenses - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
General and Administrative (Details) - Schedule of Other Operating Expenses [Line Items]
Total	$ 1,122,480	$ 1,232,342
Legal expenses [Member]
General and Administrative (Details) - Schedule of Other Operating Expenses [Line Items]
Total	259,000	398,903
Audit bookkeeping and accounting [Member]
General and Administrative (Details) - Schedule of Other Operating Expenses [Line Items]
Total	146,600	143,101
Professional services [Member]
General and Administrative (Details) - Schedule of Other Operating Expenses [Line Items]
Total	245,538	115,651
Management fees [Member]
General and Administrative (Details) - Schedule of Other Operating Expenses [Line Items]
Total	120,000	120,000
Insurance [Member]
General and Administrative (Details) - Schedule of Other Operating Expenses [Line Items]
Total	281,044	325,000
Nasdaq fees [Member]
General and Administrative (Details) - Schedule of Other Operating Expenses [Line Items]
Total	70,000	129,500
Other [Member]
General and Administrative (Details) - Schedule of Other Operating Expenses [Line Items]
Total	$ 298	$ 187

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions	Feb. 21, 2024 USD ($) $ / shares
Subsequent Events (Details) [Line Items]
Pre transaction equity | $	$ 62.5
Pre transaction price per share | $ / shares	$ 10