Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Registrant Name | BRAND ENGAGEMENT NETWORK INC. | ||
Entity Central Index Key | 0001838163 | ||
Entity File Number | 001-40130 | ||
Entity Tax Identification Number | 98-1574798 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 33,296,995 | ||
Entity Public Float | $ 47,697,082 | ||
Entity Address, Address Line One | 145 E. Snow King Ave | ||
Entity Address, Address Line Two | PO Box 104 | ||
Entity Address, City or Town | Jackson | ||
Entity Address, State or Province | WY | ||
Entity Address, Postal Zip Code | 83001 | ||
City Area Code | 214 | ||
Local Phone Number | 452-2300 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | New York, New York | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | BNAI | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | ||
Trading Symbol | BNAIW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 40,167 | $ 212,608 |
Due from Sponsor | 3,000 | 1,500 |
Prepaid expenses and other current assets | 1,667 | 61,530 |
Total Current Assets | 44,834 | 275,638 |
Trust Receivable | 16,824 | 887,555 |
Cash and securities held in Trust Account | 22,040,092 | 313,913,217 |
TOTAL ASSETS | 22,101,750 | 314,188,855 |
Current Liabilities: | ||
Accrued expenses | 7,370,094 | 5,440,933 |
Advance from related parties | 650,000 | |
Total Current Liabilities | 8,020,094 | 5,440,933 |
Warrant Liability | 328,820 | 164,410 |
Deferred underwriting fee payable | 433,231 | 10,830,775 |
Total Liabilities | 8,782,145 | 16,436,118 |
Commitments and Contingencies | ||
Class A ordinary shares subject to possible redemption; 2,057,453 and 30,945,072 shares at a redemption value of $10.72 and $10.14 per share at December 31, 2023 and 2022, respectively | 22,056,915 | 313,913,217 |
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding at December 31, 2023 and 2022 | 0 | 0 |
Additional paid-in capital | 4,253,964 | |
Accumulated deficit | (12,992,048) | (16,161,254) |
Total Shareholders' Deficit | (8,737,310) | (16,160,480) |
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | 22,101,750 | 314,188,855 |
Class A ordinary shares [Member] | ||
Current Liabilities: | ||
Class A ordinary shares subject to possible redemption; 2,057,453 and 30,945,072 shares at a redemption value of $10.72 and $10.14 per share at December 31, 2023 and 2022, respectively | 22,056,916 | 313,913,217 |
Shareholders' Deficit | ||
Common stock value | 0 | |
Class B ordinary shares [Member] | ||
Shareholders' Deficit | ||
Common stock value | $ 774 | $ 774 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 13, 2024 | Dec. 31, 2023 | Dec. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2020 |
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||
Preferred stock shares issued | 0 | 0 | |||
Preferred stock shares outstanding | 0 | 0 | |||
Class A ordinary shares [Member] | |||||
Ordinary shares subject to possible redemption | 2,057,453 | 400,000 | 30,945,072 | ||
Ordinary shares subject to possible redemption par value | $ 10.72 | $ 10.14 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||
Common stock shares issued | 0 | 0 | |||
Common stock shares outstanding | 0 | 0 | |||
Class B ordinary shares [Member] | |||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||
Common stock shares issued | 7,736,268 | 7,736,268 | |||
Common stock shares outstanding | 7,736,268 | 7,736,268 | 8,625,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating costs | $ 2,809,965 | $ 5,390,808 |
Loss from operations | (2,809,965) | (5,390,808) |
Other (expenses) income : | ||
Change in fair value of warrant liability | (164,410) | 8,135,024 |
Expense related to non-redemption agreement | (8,614,541) | 0 |
Forgiveness of deferred underwriting fee | 348,344 | 0 |
Interest income on marketable securities held in Trust Account | 4,360,578 | 4,462,497 |
Other (expenses) income, net | (4,070,029) | 12,597,521 |
Net (loss) income | $ (6,879,994) | $ 7,206,713 |
Common Class A [Member] | ||
Other (expenses) income : | ||
Basic weighted average shares outstanding | 9,779,707 | 30,945,072 |
Diluted weighted average shares outstanding | 9,779,707 | 30,945,072 |
Basic net (loss) income per ordinary share | $ (0.39) | $ 0.19 |
Common Class A [Member] | Redeemable Common Stock [Member] | ||
Other (expenses) income : | ||
Basic weighted average shares outstanding | 9,779,707 | 30,945,072 |
Diluted weighted average shares outstanding | 9,779,707 | 30,945,072 |
Basic net (loss) income per ordinary share | $ (0.39) | $ 0.19 |
Diluted net (loss) income per ordinary share | $ (0.39) | $ 0.19 |
Class A and Class B Common Stock [Member] | Non Redeemable Common Stock [Member] | ||
Other (expenses) income : | ||
Basic weighted average shares outstanding | 7,736,268 | 7,736,268 |
Diluted weighted average shares outstanding | 7,736,268 | 7,736,268 |
Basic net (loss) income per ordinary share | $ (0.39) | $ 0.19 |
Diluted net (loss) income per ordinary share | $ (0.39) | $ 0.19 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Total | Common Stock [Member] Class B ordinary shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2021 | $ (18,904,696) | $ 774 | $ 0 | $ (18,905,470) |
Beginning balance, shares at Dec. 31, 2021 | 7,736,268 | |||
Accretion for Class A ordinary shares to redemption amount | (4,462,497) | (4,462,497) | ||
Net income (loss) | 7,206,713 | 7,206,713 | ||
Ending balance at Dec. 31, 2022 | (16,160,480) | $ 774 | 0 | (16,161,254) |
Ending balance, shares at Dec. 31, 2022 | 7,736,268 | |||
Contribution by Sponsor | 7,291,533 | |||
Net income (loss) | (5,213,464) | |||
Ending balance at Mar. 31, 2023 | 4,515,979 | (21,374,718) | ||
Beginning balance at Dec. 31, 2022 | (16,160,480) | $ 774 | 0 | (16,161,254) |
Beginning balance, shares at Dec. 31, 2022 | 7,736,268 | |||
Net income (loss) | (5,469,799) | |||
Ending balance at Jun. 30, 2023 | 3,996,669 | (21,631,053) | ||
Beginning balance at Dec. 31, 2022 | (16,160,480) | $ 774 | 0 | (16,161,254) |
Beginning balance, shares at Dec. 31, 2022 | 7,736,268 | |||
Net income (loss) | (7,059,712) | |||
Ending balance at Sep. 30, 2023 | 3,423,088 | (23,220,936) | ||
Beginning balance at Dec. 31, 2022 | (16,160,480) | $ 774 | 0 | (16,161,254) |
Beginning balance, shares at Dec. 31, 2022 | 7,736,268 | |||
Accretion for Class A ordinary shares to redemption amount | (4,360,577) | (4,360,577) | 0 | |
Contribution by Sponsor | 8,614,541 | 8,614,541 | ||
Forgiveness of deferred underwriting fee | 10,049,200 | 10,049,200 | ||
Net income (loss) | (6,879,994) | (6,879,994) | ||
Ending balance at Dec. 31, 2023 | $ (8,737,310) | $ 774 | $ 4,253,964 | $ (12,992,048) |
Ending balance, shares at Dec. 31, 2023 | 7,736,268 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net (loss) income | $ (6,879,994) | $ 7,206,713 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Interest income on investments held in Trust Account | (4,360,578) | (4,462,497) |
Change in fair value of warrant liabilities | 164,410 | (8,135,024) |
Fair value of Founder Shares assigned in connection with the non-redemption agreements | 8,614,541 | |
Forgiveness of deferred underwriting fee payable | (348,344) | 0 |
Changes in operating assets and liabilities: | ||
Due from Sponsor | (1,500) | (1,500) |
Prepaid expenses | 59,863 | 327,136 |
Accounts payable and accrued expenses | 1,929,161 | 4,416,306 |
Net cash used in operating activities | (822,441) | (648,866) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account in connection with redemption | 296,233,702 | 0 |
Trust receivable | (16,824) | |
Net cash provided by investing activities | 296,216,878 | 0 |
Cash Flows from Financing Activities: | ||
Advances from related party | 650,000 | 0 |
Redemption of ordinary shares | (296,216,878) | 0 |
Net cash used in financing activities | (295,566,878) | 0 |
Net change in cash | (172,441) | (648,866) |
Cash – Beginning of year | 212,608 | 861,474 |
Cash – End of year | 40,167 | 212,608 |
Non-cash investing and financing activities: | ||
Deferred underwriting fee payable | $ (10,049,200) | $ 0 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2023 | |
Business Description And Basis Of Presentation [Abstract] | |
Description of Organization and Business Operations | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS DHC Acquisition Corp (now known as Brand Engagement Network Inc.) (the “Company”) was a blank check company incorporated as a Cayman Islands exempted company on December 22, 2020 The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company was not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. Business Combination On March 14, 2024 (the “Closing Date”), Brand Engagement Network Inc., a Delaware corporation f/k/a DHC Acquisition Corp (“BEN”, the “Company” and, prior to Closing, “DHC”), consummated the previously announced business combination pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of September 7, 2023 (the “Business Combination Agreement”), by and among the Company, BEN Merger Subsidiary Corp., a Delaware corporation (“Merger Sub”), Brand Engagement Network Inc., a Wyoming corporation (“Legacy BEN”) and DHC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), following approval thereof at a special meeting of the Company’s shareholders held on March 5, 2024 (the “Special Meeting”). Pursuant to the terms of the Business Combination Agreement, on March 13, 2024, the Company migrated to and domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Companies Act (As Revised) of the Cayman Islands (the “Domestication”) and changed its name to Brand Engagement Network Inc. On March 14, 2024, the Company consummated the business combination with Brand Engagement Network Inc., a Wyoming corporation (“Legacy BEN”), which merged into the Company’s subsidiary, BEN Merger Subsidiary Corp., a Delaware corporation (“Merger Sub” and such business combination, the “Business Combination”). At the Special Meeting, the Company’s shareholders approved the Business Combination as well as other proposals related to the Business Combination. On March 14, 2024, the parties to the Business Combination Agreement completed the Business Combination. Prior to and in connection with the Special Meeting, holders of 1,949,706 shares of Class A ordinary shares of the Company exercised their right to redeem those shares for cash at a redemption price originally estimated at approximately $10.77 per share, for an estimated aggregate redemption amount of approximately $20,998,333.62. Ultimately, on the Closing Date, holders of 1,908,504 shares of Class A ordinary shares of DHC redeemed those shares for cash at a redemption price at approximately $10.80 per share, for an aggregate redemption amount of approximately $20,612,041, which was paid out of the trust account established in connection with DHC’s initial public offering following the Closing. As of the open of trading on March 15, 2024, the Common Stock and public warrants of the Company began trading on the Nasdaq Stock Market LLC (“Nasdaq”) as “BNAI” and “BNAIW,” respectively. Business Prior to the Business Combination As of December 31, 2023, the Company had one wholly owned subsidiary that was created on July 22, 2022, BEN Merger Subsidiary Corp, a Delaware corporation (“Merger Sub”), formerly known as Glory Merger Subsidiary Corp. On March 3, 2023, the Company held an extraordinary general meeting (the “First Extension Meeting”) to vote on a number of proposals, including a proposal to approve an amendment 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 4, 2023 to December 4, 2023 (the “Combination Period”). The proposal was approved by the Company’s shareholders. In connection with the First Extension Meeting, the holders of On December 1, 2023, the Company held an extraordinary general meeting (the “Second Extension Meeting”) to amend 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 . The Article Amendment is effective as of December 1, 2023. In connection with the Second Extension Meeting, the holders of All activity through December 31, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating The registration statement for the Company’s Initial Public Offering was declared effective on March 1, 2021. On March 4, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300,000,000 which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to DHC Sponsor LLC, a Delaware limited liability company (the “Sponsor”) generating gross proceeds of $9,000,000, which is described in Note 5. Following the closing of the Initial Public Offering on March 4, 2021, an amount of $300,000,000 ($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 will be invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule On March 5, 2021, the underwriters partially exercised their over-allotment option, resulting in an additional 945,072 Units issued for an aggregate amount of $9,450,720. In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds deposited in the Trust Account to $309,450,720. Transaction costs amounted to $17,501,346, consisting of $6,189,014 in cash underwriting fees, net of reimbursement, $10,830,775 of deferred underwriting fees and $481,557 of other offering costs. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote any Founder Shares (as defined in Note 6) and Public Shares held by it in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against an Initial Business Combination. Business Combination Agreement On July 25, 2022, the Company entered into a Business Combination Agreement and Plan of Reorganization (the “GloriFi Business Combination Agreement”) by and among the Company, Merger Sub and With Purpose, Inc. (d/b/a GloriFi, Inc.), a Delaware corporation (“GloriFi”). On January 26, 2023, the Company sent GloriFi written notice that it had terminated the GloriFi Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the GloriFi Business Combination Agreement. The Company’s decision to terminate the GloriFi Business Combination Agreement took into account the fact that GloriFi had previously publicly announced that GloriFi was winding down its operations and closing its digital banking platform and other products. As a result of the termination of the GloriFi Business Combination Agreement, each of the Ancillary Agreements (as defined in the GloriFi Business Combination Agreement) were terminated. On September 7, 2023, the Company, Merger Sub, and Brand Engagement Network Inc., a Wyoming corporation (“BEN”), and, solely with respect to Section 7.21 and Section 9.03 of the Business Combination Agreement (as defined below), the Sponsor, entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which Merger Sub will merge with and into BEN (the “Merger,” and together with the other transactions related thereto, the “Transactions”), with BEN surviving the Merger as a direct wholly owned subsidiary of DHC. In connection with the Merger, and as further described below, DHC will change its name to “Brand Engagement Network Inc.” (“New BEN”). Pursuant to the Business Combination Agreement, on March 13, 2024, the day preceding the closing of the Merger (the “Closing”) and following the exercise of their redemption right by the shareholders of DHC (the “DHC Shareholders”), DHC changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware in accordance with the Delaware General Corporation Law and the Companies Act (as revised) of the Cayman Islands (the “Domestication”). Upon the effectiveness of the Domestication: • DHC changed its name to “Brand Engagement Network Inc.” • each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of DHC converted automatically into one (1) share of common stock, par value $0.0001 per share, of New BEN (the “New BEN Common Stock”); • each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of DHC converted automatically into one (1) share of New BEN Common Stock; • each then issued and outstanding DHC warrant exercisable to purchase one Class A ordinary share of DHC converted automatically into one warrant exercisable to purchase one share of New BEN Common Stock (the “New BEN Warrants”); and • each unit consisting of one Class A ordinary share of DHC and one-third one-third The obligations of BEN and DHC to consummate the Transactions were subject to the satisfaction or waiver (where permissible) at or prior to the Closing of various conditions, including, among other things, (i) expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (ii) the accuracy of the representations and warranties of DHC and BEN, respectively; (iii) the performance by DHC and BEN, respectively, of its covenants and agreements; (iv) the absence of any material adverse effect that is continuing with respect to DHC and BEN, respectively, during the Interim Period; (v) the approval of BEN’s stockholders and the DHC Shareholders; (vi) the effectiveness of a registration statement on Form S-4 to be filed with the SEC in connection with the Transactions (the “Registration Statement”); (vii) the receipt of requisite government approvals; (viii) DHC having at least of net tangible assets following the exercise of redemption rights provided in accordance with the organizational documents of DHC; (ix) as a condition to DHC’s obligations to consummate the Transactions, the continued effectiveness of the Reseller Agreement and the Subscription Agreement (each as defined below); and (x) as a condition to BEN’s obligations to consummate the Transactions, the shares of New BEN Common Stock shall have been approved for listing on the Nasdaq Capital Market, or another national securities exchange mutually agreed to by the Parties. The parties to the Business Combination Agreement made customary representations, warranties and covenants, including, among others, with respect to the conduct of the businesses of BEN and DHC during the period between execution of the Business Combination Agreement and the Closing. Stockholder Support Agreement On September 7, 2023, DHC, BEN, and certain stockholders of BEN (“Key BEN Holders”) entered into a Stockholder Support Agreement (the “Stockholder Support Agreement”) pursuant to which the Key BEN Holders agreed to, among other things, (i) waive any appraisal rights in connection with the Merger and (ii) consent to and vote in favor of the Business Combination Agreement and the Transactions. Lock-Up On September 7, 2023, DHC and certain stockholders of BEN entered into a lock-up “Lock-Up “Lock-Up of any of such Lock-Up ( ) month anniversary of the Closing Date, (ii) the date on which the last reported sale price of shares of New BEN Common Stock equals or exceeds $ per share for twenty ( ) of any thirty ( ) consecutive trading days commencing ninety ( ) days after the Closing Date, or (iii) the date specified in a written waiver pursuant to the terms of the Lock-Up Agreement. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had $40,167 in its operating bank account and a working capital deficit of $7,975,260. 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, provide the Company Working Capital Loans (see Note 6). As of December 31, 2023, there were no In connection with the extraordinary general meeting of shareholders held on March 3, 2023 (the “First Extension Meeting”), to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from March 4, 2023 to December 4, 2023, the Company and the Sponsor, have entered into one or more non-redemption agreements (the “Non-Redemption Agreements”), with several unaffiliated third parties, pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of Company (“Non-Redeemed Non-Redeemed In connection with the extraordinary general meeting of shareholders held on December 1, 2023, to extend the date by which the Company has to consummate a business combination (the “Articles Extension”) from December 4, 2023 to May 4, 2024, the Company and the Sponsor have entered into one or more non-redemption previously-held Class A ordinary shares of the Company agreed not to redeem (or to validly rescind any redemption requests on) such shares in connection with the Articles Extension. In exchange for the foregoing commitments not to redeem such previously-held Class A ordinary shares, the Sponsor agreed to transfer an aggregate of Class B ordinary shares of the Company held by the Sponsor to such third parties immediately following consummation of an initial business combination if such third parties continued to hold such Non-Redeemed Shares through the Extension Meeting. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Topic 205-40, “Basis of Presentation—Going Concern”, management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern, which is considered to be one year from the issuance of these financial statements. On March 14, 2024, the Company consummated the Transaction, however, the liquidity condition of the Company remains unstable. The uncertainty around the Company’s ability to stabilize the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to raise additional capital in order to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities. |
Restatement Of Previously Filed
Restatement Of Previously Filed Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Restatement Of Previously Filed Financial Statements | NOTE 2. RESTATEMENT OF PREVIOUSLY FILED FINANCIAL STATEMENTS During the course of preparing the Annual Report on Form 10-K non-redemption Class B ordinary shares transferred to non-redeeming subject to the consummation of a business combination. As a result, the fair value of the Class B ordinary shares was $ instead of the previously disclosed $ . The Company recognized a capital contribution by the Sponsor to induce the holders of the Class A Ordinary Shares not to redeem, with a corresponding charge to additional paid-in The Company will present this restatement in a prospective manner in all future filings. Under this approach, the previously issued Form 10-Qs As previously Adjustments As Revised Unaudited Condensed Balance Sheet as of March 31, Additional paid-in capital $ — $ 4,515,979 $ 4,515,979 Accumulated deficit (16,858,739 ) (4,515,979 ) (21,374,718 ) Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2023 Expense related to non-redemption $ — $ 7,291,533 $ 7,291,533 Net income (loss) 2,078,069 (7,291,533 ) (5,213,464 ) Basic and diluted net income per share, Class A ordinary shares 0.06 (0.21 ) (0.15 ) Weighted average shares outstanding of Class B ordinary shares 0.06 (0.21 ) (0.15 ) Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 Shareholder non-redemption $ (744,274 ) $ 744,274 $ — Contribution by Sponsor 744,274 6,547,259 7,291,533 Additional paid-in capital — 4,515,979 4,515,979 Accumulated deficit (16,858,739 ) (4,515,979 ) (21,374,718 ) As previously Adjustments As Revised Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2023 Net income (loss) $ 2,078,069 $ (7,291,533 ) $ (5,213,464 ) Fair value of Founder Shares assigned in connection with the non-redemption Net cash used in operation activities — (109,262 ) 7,291,533 — 7,291,533 (109,262 ) Unaudited Condensed Balance Sheet as of June 30, 2023 Additional paid-in capital $ — $ 3,996,669 $ 3,996,669 Accumulated deficit (17,634,384 ) (3,996,669 ) (21,631,053 ) Unaudited Condensed Statement of Operations for the Six Months Ended June 30, 2023 Expense related to non-redemption $ — $ 7,291,533 $ 7,291,533 Net income (loss) 1,821,734 (7,291,533 ) (5,469,799 ) Basic and diluted net income per share, Class A ordinary shares 0.08 (0.32 ) (0.24 ) Weighted average shares outstanding of Class B ordinary shares 0.08 (0.32 ) (0.24 ) Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Six Months Ended June 30, 2023 Additional paid-in capital $ — $ 3,996,669 $ 3,996,669 Accumulated deficit (17,634,384 ) (3,996,669 ) (21,631,053 ) Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2023 Net income (loss) $ 1,821,734 $ (7,291,533 ) $ (5,469,799 ) Fair value of Founder Shares assigned in connection with the non-redemption Net cash used in operation activities — (482,314 ) 7,291,533 — 7,291,533 (482,314 ) Unaudited Condensed Balance Sheet as of September 30, 2023 Additional paid-in capital $ — $ 3,423,088 $ 3,423,088 Accumulated deficit (19,797,848 ) (3,423,088 ) (23,220,936 ) As previously Adjustments As Revised Unaudited Condensed Statement of Operations for the Nine Months Ended September 30, 2023 Expense related to non-redemption $ — $ 7,291,533 $ 7,291,533 Net income (loss) 231,821 (7,291,533 ) (7,059,712 ) Basic and diluted net income per share, Class A ordinary shares 0.01 (0.37 ) (0.36 ) Weighted average shares outstanding of Class B ordinary shares 0.01 (0.37 ) (0.36 ) Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Nine Months Ended September 30, 2023 Additional paid-in capital $ — $ 3,423,088 $ 3,423,088 Accumulated deficit (19,797,848 ) (3,423,088 ) (23,220,936 ) Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2023 Net income (loss) $ 231,821 $ (7,291,533 ) $ (7,059,712 ) Fair value of Founder Shares assigned in connection with the non-redemption Net cash used in operation activities — (726,761 ) 7,291,533 — 7,291,533 (726,761 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, which was formed on July 22, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. 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 independent registered public accounting firm 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events 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. Cash and Investments Held in Trust Account At December 31, 2023, assets held in the Trust Account were comprised of $22,040,092 in cash. At December 31, 2022, assets held in the Trust Account were comprised of $313,913,217 invested primarily in U.S. Treasury Securities. 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, provide the Company working capital loans, as defined below. Trust Account Receivable In connection with the Extension Meeting, as described in Note 1, due to a clerical error by the trustee of the Trust Account, the Redeeming Shareholders were overpaid approximately $0.03 per Class A ordinary share that was redeemed, for an aggregate total overpayment amount of $887,555 (the “Overpayment Amount”). As of December 31, 2023, the Company has collected $870,731 of the overpayment and $16,824 remains receivable. The Company is in process of collecting the remaining Overpayment Amount and currently expects to fully recover the total Overpayment Amount. Concentration of Credit Risk The Company has historically had significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,347, of which $16,915,008 was charged to temporary shareholders’ deficit upon the completion of the Initial Public Offering and $586,339 was expensed at the date of the initial public offering. 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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A 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, at December 31, 2023 and 2022, 2,057,453 and 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At December , and , the Class A ordinary shares reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 309,450,720 Less: Proceeds allocated to Public Warrants (10,211,874 ) Class A ordinary shares issuance costs (16,924,264 ) Plus: Accretion of carrying value to redemption value 27,136,138 Class A ordinary shares subject to possible redemption as of December 31, 2021 309,450,720 Plus: Accretion of carrying value to redemption value 4,462,497 Class A ordinary shares subject to possible redemption as of December 31, 2022 313,913,217 Less: Redemption (296,216,878 ) Plus: Accretion of carrying value to redemption value 4,360,577 Class A ordinary shares subject to possible redemption as of December 31, 2023 $ 22,056,916 Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented. The following tables reflect the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Years Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (3,841,312 ) $ (3,038,682 ) $ 5,765,370 $ 1,441,343 Denominator: Basic and diluted weighted average shares outstanding 9,779,707 7,736,268 30,945,072 7,736,268 Basic net (loss) income per ordinary share $ (0.39 ) $ (0.39 ) $ 0.19 $ 0.19 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 consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, (Subtopic 470-20) 815-40)” (“ASU 2020-06”), are i o an if-converted 2020-06 In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Public Offering | NOTE 4. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-third Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10). In connection with the underwriters’ partial exercise of their over-allotment option, the Company also consummated the sale of an additional 126,010 Private Placement Warrants at $1.50 per Private Placement Warrant, generating total proceeds of $189,015. A total of $9,450,720 was deposited into the Trust Account, bringing the aggregate proceeds deposited in the Trust Account to $309,450,720. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2023 | |
Private Placement [Abstract] | |
Private Placement | NOTE 5. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 6,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $9,000,000. The Sponsor agreed to purchase up to an additional 600,000 Private Placement Warrants, for an aggregate purchase price of an additional $900,000, if the over-allotment option is exercised in part by the underwriters. On March 5, the Sponsor purchased 126,010 Private Placement Warrants for an additional aggregate purchase price of $189,015 in connection with the partial exercise of the underwriters’ over-allotment option. Each Private Placement Warrant is exercisable to purchase one per share, subject to adjustment (see Note 10). A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fu |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In December 2020, the Sponsor paid $25,000 to cover certain expenses on behalf of the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization, pursuant to which an additional 1,437,500 Class B ordinary shares were issued, resulting in an aggregate of 8,625,000 Founder Shares outstanding. Historical information has been retroactively restated. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the Sponsor following to the extent the underwriters’ election to exercise their over-allotment option was not exercised so that the number of Founder Shares collectively represented 20% of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ not exercising their overallotment option in full, 888,732 Founder Shares were forfeited on March 4, 2021. The Sponsor has agreed, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of the Company’s Business Combination and (ii) subsequent to a Business Combination, (x) if the closing price of the Company’s Class A ordinary shares equals or exceeds $ 12.00 20 30 150 Administrative Services Agreement The Company entered into an agreement, commencing on March 4, 2021, through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. For the years December 31, 2023 and 2022, the total expense for administrative services was $ . As of December 31, 2023 and 2022, the Company had $ and $ included in accounts payable and accrued expense on the accompanying consolidated balance sheets, respectively. Promissory Note — Related Party On December 29, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest Related Party Advance On March 3, 2023, the Sponsor advanced the Company $50,000. On April 18, 2023, July 26, 2023, August 28, 2023, September 28, 2023, and October 24, 2023, , $75,000 non-interest Related Party Loans 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 (the “Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. 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. As of December 31, 2023 and 2022, there were no working capital loans outstanding. Non-Redemption Non-Redemption Non-Redeeming Non-Redeeming Non-Redeeming $ e On December 1, 2023, the Sponsor entered into Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their Class A Ordinary Shares of the company in connection with the Extension Meeting held on December 1, 2023, but still retained their right to redeem their respective shares in connection with the closing of a Business Combination. The commitment to not redeem was accepted by holders of shares of Class A Ordinary Shares. In consideration of these agreements, the Sponsor has agreed to transfer of its Class B Ordinary shares to the Non-Redeeming Shareholders at the closing of a Business Combination. Each shareholder committed to maintain, and not to redeem at the Extension Meeting, the lesser of (i) Class A Ordinary Shares and (ii) % of the Company’s Class A Ordinary Shares. The Company estimated the aggregate fair value of the founders shares attributable to the Non-Redeeming Shareholders to be $ or $ per share. Each Non-Redeeming for the year ended December 31, 2023. The fair value of the founders shares was based on the following significant inputs: February 28, December 1, Risk-free interest rate 4.72 % 5.38 % Remaining life of the Company 0.76 0.42 Value if De-SPAC scenario $ 10.21 $ 10.67 Value in no De-SPAC $ 0.00 $ 0.00 Probability of transaction 50.00 % 50.00 % Present value factor 0.97 1.01 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities. Registration Rights Pursuance to a registration rights agreement entered into on March 4, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the Business Combination. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 The underwriters are entitled to a deferred fee of $0.35 per Unit, or $10,830,775 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. On November 1, 2023, Citi Global Markets, Inc. agreed to waive its entitlement to its portion of the deferred underwriting commission of $10,397,544 to which it became entitled upon completion of the Company’s Initial Public Offering. As a result, the Company derecognized the deferred underwriting fee payable of $10,397,544 and recorded $10,049,200 of the forgiveness of the deferred underwriting fee allocated to Public Shares to the carrying value of the shares of Class A ordinary shares and the remaining balance of $348,344 was as a gain from extinguishment of liability allocated to warrant liabilities and is included in forgiveness of deferred underwriting fee on the Company’s consolidated statements of operations. As of December 31, 2023 and 2022, the deferred underwriting fee payable is Consulting Agreement On January 27, 2021, the Company entered into a Consulting Agreement for financial advisory services. The Company agrees to pay the consultant $2,000,000 and reimburse the consultant for all reasonable and documented expenses, which shall be earned upon announcement of an initial Business Combination and payable at the closing of the initial Business Combination. As of December 31, 2023 and 2022, the Company had $2,000,000 included in accounts payable and accrued expenses on the accompanying consolidated balance sheets. Business Combination Agreement On July 25, 2022, the Company entered into the Business Combination Agreement, by and among the Company, Merger Sub and GloriFi which was subsequently terminated on January 26, 2023. Business Combination Expense Reimbursement Agreement On February 21, 2022, the Company and GloriFi entered into an agreement pursuant to which GloriFi agreed to reimburse the Company certain business combination related expenses. Termination of GloriFi Business Combination Agreement On January 26, 2023, the Company sent GloriFi written notice that the Company had terminated the Business Combination Agreement, pursuant to Section 9.01(i) and Section 9.01(f) the Business Combination Agreement. The Company’s decision to terminate the Business Combination Agreement took into account the fact that GloriFi publicly announced that GloriFi was winding down its operations and closing its digital banking platform and other products. As a result of the termination of the Business Combination Agreement, each of the Ancillary Agreements (as defined in the Business Combination Agreement) was terminated. Capital Markets Advisor Agreement On February 27, 2023, the Company engaged an advisor (the “Advisor”) as its capital markets advisor in connection with seeking an extension for completing a business combination and capital markets advisor in connection with a private placement of equity, equity-linked, convertible and/or debt securities or other capital or debt raising transaction in connection with a possible business combination transaction with a third party (“Target”). Pursuant to this agreement, contingent on the close of a business combination, the Company agreed to pay the Advisor a transaction fee in an amount equal to $2,000,000 plus an amount equal to 4.0% of the sum of the gross proceeds raised from investors identified by the Advisor and received by the Company or Target simultaneously with or before the closing of the Offering and the proceeds released from the Trust Account in connection with the business combination with respect to any shareholder of the Company that entered into a non-redemption Business Combination Agreement On September 7, 2023, the Company entered into the Business Combination Agreement, by and among the Company, Merger Sub and BEN which is discussed in greater detail in Note 1. Legal Fees On August 12, 2023, the Company and BEN entered into an agreement with the Company’s legal advisors (“Legal Advisor”), where it is agreed that $4,000,000 will be paid to the Legal Advisors at closing of the Business Combination with the remaining amounts of such legal fees and expenses which shall not exceed $1,750,000. As of December 31, 2023 and 2022, $4,380,958 and $2,691,769, respectively, is included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet. On March 14, 2024, the agreement was amended, where the total consideration to be paid to the Legal Advisor shall be $3,500,000. The Company and BEN jointly agree to pay $500,000 at the closing of the Business Combination. The remaining legal fees and expenses shall be paid, as follows: • $1,000,000 at the closing of any capital raised by BEN at anytime in any form debt or equity in the year ended December 31, 2024 with proceeds in excess of $5,000,000, which amounts would be an advance on the following obligations • $1,750,000 by ended of the year ended December 31, 2024, to be paid in monthly installments of $145,833 starting on June 1, 2024 • $1,250,000 by ended of the year ended December 31, 2025, to be paid in monthly installments of $125,000 starting on March 14, 2025 |
Shareholders' Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Deficit | NOTE 8. SHAREHOLDERS’ DEFICIT Preference Shares — 5,000,000 0.0001 no outstanding. Class A Ordinary Shares —The 500,000,000 0.0001 one Class B Ordinary Shares 50,000,000 0.0001 one 7,736,268 Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination on a one-for-one |
Warrants Liabilities
Warrants Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Warrants Liabilities [Abstract] | |
Warrants Liabilities | NOTE 9. WARRANT LIABILITIES As of December 31, 2023 and 2022, there were 10,315,024 one year five years The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The twenty and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that 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, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warra • in whole and not in part; • at a price of $ 0.01 • upon a minimum of 30 • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 20 30 The Company will not redeem the warrants unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 • 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 shares determined 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 public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading-day • if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading-day redemption to the warrant holders is less than $18.00 per share, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. In total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the trading day period starting on the trading day prior to the day on which the Company consummates its initial business combination (such price, the “Market Value”) is below $ per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to % of the higher of the Market Value and the Newly Issued Price, and the $ per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. As of December 31, 2023 and 2022, there were 6,126,010 30 non-redeemable |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 10. 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 assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, assets held in the Trust Account were comprised of $22,040,092 of cash. At December 31, 2022, assets held in the Trust Account were comprised of $313,913,217 of money market funds which are invested primarily in U.S. Treasury Securities. The following table presents information about the Company’s assets and liabilities that are me December 31, 2023 December 31, 2022 Level Amount Level Amount Assets: Cash and investments held in Trust Account 1 $ 22,040,092 1 $ 313,913,217 Liabilities: Warrant Liabilities – Public Warrants 2 $ 206,300 2 $ 103,150 Warrant Liabilities – Private Placement Warrants 2 $ 122,520 2 $ 61,260 The Warrants were accounted for as liabilities in accordance with ASC The Company established the initial fair value for the Warrants on March 4, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo Simulation for the Private Placement Warrants and the Public Warrants. The subsequent measurements of the Public Warrants after the detachment of the Public Warrants from the Units was established by the public warrant price. The subsequent measurements of the Private Placement Warrants were established by using the closing price of the Public Warrants, an observable market quote for a similar asset in an active market. At December 31, 2023 and 2022, the Public Warrants have detached from the Units, and the closing price is utilized as the fair value. Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. On September 30, 2022, due to the lack of an active market, the estimated fair value of the Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement was $ |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 11, 2024, the Company received a notice (the “Annual Meeting Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating The Company intends to submit a compliance plan within the specified period. While the compliance plan is pending, the Company’s securities will continue to trade on Nasdaq. On March 5, 2024, the Company received a notice (the “Deadline Notice”) from the staff of the Listing Qualifications Department of Nasdaq indicating that, unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”) by March 12, 2024, trading of the Company’s securities on The Nasdaq Capital Market would be suspended at the opening of business on March 14, 2024, due to the Company’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete . The Company timely requested a hearing before the Panel to request sufficient time to complete the Company’s previously disclosed Business Combination. In addition, the Deadline Notice indicated that the Company should be prepared to address the concerns raised in the Annual Meeting Notice in its hearing before the Panel related to the Deadline Notice. The hearing request resulted in a stay of any suspension or delisting action pending the outcome of the hearing. There can be no assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with Nasdaq IM-5101-2 or Nasdaq Listing Rule 5620(a), and maintain compliance with other Nasdaq listing requirements. While request for a hearing before the Panel is pending, the Company’s securities will continue to trade on Nasdaq. The Company expects that its non-compliance with Nasdaq IM-5101-2 has been resolved upon closing of the Business Combination. Pursuant to the Business Combination Agreement, on March 13, 2024, DHC changed its jurisdiction of incorporation by domesticating as a corporation incorporated under the laws of the State of Delaware in accordance with the Delaware General Corporation Law and the Companies Act (as revised) of the Cayman Islands. On the Closing Date, DHC consummated the previously announced business combination pursuant to the Business Combination Agreement, following approval thereof at the Special Meeting. On March 14, 2024, the Company and BEN amended the agreement with the Legal Advisors as described in Note 7. |
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 consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, which was formed on July 22, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. |
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 independent registered public accounting firm 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of the consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events |
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. |
Cash and Investment Held in Trust Account | Cash and Investments Held in Trust Account At December 31, 2023, assets held in the Trust Account were comprised of $22,040,092 in cash. At December 31, 2022, assets held in the Trust Account were comprised of $313,913,217 invested primarily in U.S. Treasury Securities. 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, provide the Company working capital loans, as defined below. |
Trust Account Receivable | Trust Account Receivable In connection with the Extension Meeting, as described in Note 1, due to a clerical error by the trustee of the Trust Account, the Redeeming Shareholders were overpaid approximately $0.03 per Class A ordinary share that was redeemed, for an aggregate total overpayment amount of $887,555 (the “Overpayment Amount”). As of December 31, 2023, the Company has collected $870,731 of the overpayment and $16,824 remains receivable. The Company is in process of collecting the remaining Overpayment Amount and currently expects to fully recover the total Overpayment Amount. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has historically had significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Offering Costs | Offering Costs Offering costs consisted of legal, accounting and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were initially charged to temporary equity and then accreted to the redemption value of the Class A ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounted to $17,501,347, of which $16,915,008 was charged to temporary shareholders’ deficit upon the completion of the Initial Public Offering and $586,339 was expensed at the date of the initial public offering. |
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 Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption, if any, are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A 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, Class A 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, at December 31, 2023 and 2022, 2,057,453 and 30,945,072 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets, respectively. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A ordinary shares resulted in charges against additional paid-in At December , and , the Class A ordinary shares reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 309,450,720 Less: Proceeds allocated to Public Warrants (10,211,874 ) Class A ordinary shares issuance costs (16,924,264 ) Plus: Accretion of carrying value to redemption value 27,136,138 Class A ordinary shares subject to possible redemption as of December 31, 2021 309,450,720 Plus: Accretion of carrying value to redemption value 4,462,497 Class A ordinary shares subject to possible redemption as of December 31, 2022 313,913,217 Less: Redemption (296,216,878 ) Plus: Accretion of carrying value to redemption value 4,360,577 Class A ordinary shares subject to possible redemption as of December 31, 2023 $ 22,056,916 |
Warrant Liabilities | Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which 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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. 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’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. |
Net (Loss) Income per Ordinary Share | Net (Loss) Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net (loss) income per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding for the period. The Company applies the two-class The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 16,441,034 shares of Class A ordinary share in the aggregate. As of December 31, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented. The following tables reflect the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Years Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (3,841,312 ) $ (3,038,682 ) $ 5,765,370 $ 1,441,343 Denominator: Basic and diluted weighted average shares outstanding 9,779,707 7,736,268 30,945,072 7,736,268 Basic net (loss) income per ordinary share $ (0.39 ) $ (0.39 ) $ 0.19 $ 0.19 |
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 consolidated balance sheets, primarily due to their short-term nature, except for the warrant liabilities (see Note 10). |
Recently Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued ASU 2020-06, (Subtopic 470-20) 815-40)” (“ASU 2020-06”), are i o an if-converted 2020-06 In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Restatement Of Previously Fil_2
Restatement Of Previously Filed Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Summary of impact of the revision on the Company's financial statements | The Company will present this restatement in a prospective manner in all future filings. Under this approach, the previously issued Form 10-Qs As previously Adjustments As Revised Unaudited Condensed Balance Sheet as of March 31, Additional paid-in capital $ — $ 4,515,979 $ 4,515,979 Accumulated deficit (16,858,739 ) (4,515,979 ) (21,374,718 ) Unaudited Condensed Statement of Operations for the Three Months Ended March 31, 2023 Expense related to non-redemption $ — $ 7,291,533 $ 7,291,533 Net income (loss) 2,078,069 (7,291,533 ) (5,213,464 ) Basic and diluted net income per share, Class A ordinary shares 0.06 (0.21 ) (0.15 ) Weighted average shares outstanding of Class B ordinary shares 0.06 (0.21 ) (0.15 ) Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 Shareholder non-redemption $ (744,274 ) $ 744,274 $ — Contribution by Sponsor 744,274 6,547,259 7,291,533 Additional paid-in capital — 4,515,979 4,515,979 Accumulated deficit (16,858,739 ) (4,515,979 ) (21,374,718 ) As previously Adjustments As Revised Unaudited Condensed Statement of Cash Flows for the Three Months Ended March 31, 2023 Net income (loss) $ 2,078,069 $ (7,291,533 ) $ (5,213,464 ) Fair value of Founder Shares assigned in connection with the non-redemption Net cash used in operation activities — (109,262 ) 7,291,533 — 7,291,533 (109,262 ) Unaudited Condensed Balance Sheet as of June 30, 2023 Additional paid-in capital $ — $ 3,996,669 $ 3,996,669 Accumulated deficit (17,634,384 ) (3,996,669 ) (21,631,053 ) Unaudited Condensed Statement of Operations for the Six Months Ended June 30, 2023 Expense related to non-redemption $ — $ 7,291,533 $ 7,291,533 Net income (loss) 1,821,734 (7,291,533 ) (5,469,799 ) Basic and diluted net income per share, Class A ordinary shares 0.08 (0.32 ) (0.24 ) Weighted average shares outstanding of Class B ordinary shares 0.08 (0.32 ) (0.24 ) Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Six Months Ended June 30, 2023 Additional paid-in capital $ — $ 3,996,669 $ 3,996,669 Accumulated deficit (17,634,384 ) (3,996,669 ) (21,631,053 ) Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2023 Net income (loss) $ 1,821,734 $ (7,291,533 ) $ (5,469,799 ) Fair value of Founder Shares assigned in connection with the non-redemption Net cash used in operation activities — (482,314 ) 7,291,533 — 7,291,533 (482,314 ) Unaudited Condensed Balance Sheet as of September 30, 2023 Additional paid-in capital $ — $ 3,423,088 $ 3,423,088 Accumulated deficit (19,797,848 ) (3,423,088 ) (23,220,936 ) As previously Adjustments As Revised Unaudited Condensed Statement of Operations for the Nine Months Ended September 30, 2023 Expense related to non-redemption $ — $ 7,291,533 $ 7,291,533 Net income (loss) 231,821 (7,291,533 ) (7,059,712 ) Basic and diluted net income per share, Class A ordinary shares 0.01 (0.37 ) (0.36 ) Weighted average shares outstanding of Class B ordinary shares 0.01 (0.37 ) (0.36 ) Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the Nine Months Ended September 30, 2023 Additional paid-in capital $ — $ 3,423,088 $ 3,423,088 Accumulated deficit (19,797,848 ) (3,423,088 ) (23,220,936 ) Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2023 Net income (loss) $ 231,821 $ (7,291,533 ) $ (7,059,712 ) Fair value of Founder Shares assigned in connection with the non-redemption Net cash used in operation activities — (726,761 ) 7,291,533 — 7,291,533 (726,761 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Basic and Diluted Income (Loss) Per Ordinary Share | The following tables reflect the calculation of basic and diluted net (loss) income per ordinary share (in dollars, except per share amounts): For the Years Ended December 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net (loss) income per ordinary share Numerator: Allocation of net (loss) income, as adjusted $ (3,841,312 ) $ (3,038,682 ) $ 5,765,370 $ 1,441,343 Denominator: Basic and diluted weighted average shares outstanding 9,779,707 7,736,268 30,945,072 7,736,268 Basic net (loss) income per ordinary share $ (0.39 ) $ (0.39 ) $ 0.19 $ 0.19 |
Summary of Class A Common Stock Subject to Redemption | At December , and , the Class A ordinary shares reflected in the consolidated balance sheets are reconciled in the following table: Gross proceeds $ 309,450,720 Less: Proceeds allocated to Public Warrants (10,211,874 ) Class A ordinary shares issuance costs (16,924,264 ) Plus: Accretion of carrying value to redemption value 27,136,138 Class A ordinary shares subject to possible redemption as of December 31, 2021 309,450,720 Plus: Accretion of carrying value to redemption value 4,462,497 Class A ordinary shares subject to possible redemption as of December 31, 2022 313,913,217 Less: Redemption (296,216,878 ) Plus: Accretion of carrying value to redemption value 4,360,577 Class A ordinary shares subject to possible redemption as of December 31, 2023 $ 22,056,916 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | |
Schedule Of Fair Value Of Founder Shares | The fair value of the founders shares was based on the following significant inputs: February 28, December 1, Risk-free interest rate 4.72 % 5.38 % Remaining life of the Company 0.76 0.42 Value if De-SPAC scenario $ 10.21 $ 10.67 Value in no De-SPAC $ 0.00 $ 0.00 Probability of transaction 50.00 % 50.00 % Present value factor 0.97 1.01 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are me December 31, 2023 December 31, 2022 Level Amount Level Amount Assets: Cash and investments held in Trust Account 1 $ 22,040,092 1 $ 313,913,217 Liabilities: Warrant Liabilities – Public Warrants 2 $ 206,300 2 $ 103,150 Warrant Liabilities – Private Placement Warrants 2 $ 122,520 2 $ 61,260 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Mar. 14, 2024 | Mar. 13, 2024 | Sep. 07, 2023 | Mar. 03, 2023 | Mar. 05, 2021 | Mar. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Mar. 05, 2022 | Dec. 31, 2020 | |
Company, incorporation date | Dec. 22, 2020 | ||||||||||||||
Stock issued during period, value | $ 300,000,000 | ||||||||||||||
Payment to acquire restricted investments | $ 9,450,720 | ||||||||||||||
Transaction cost | $ 17,501,346 | 17,501,346 | |||||||||||||
Assets held in the trust account | 309,450,720 | 309,450,720 | |||||||||||||
Deferred underwriting fee payable | 10,830,775 | 10,830,775 | |||||||||||||
Other offering costs payable | 481,557 | 481,557 | |||||||||||||
Net tangible assets required for consummation of business combination | $ 5,000,001 | ||||||||||||||
Cash underwriting fess Net of reimbursement | 6,189,014 | ||||||||||||||
Cash | 40,167 | 40,167 | $ 212,608 | ||||||||||||
Working Capital | 7,975,260 | 7,975,260 | |||||||||||||
Promissory note – related party | $ 650,000 | 650,000 | |||||||||||||
Minimum net worth required for compliance | $ 5,000,001 | ||||||||||||||
Temporary Equity Accretion To Redemption Value | $ 4,360,577 | 4,462,497 | |||||||||||||
Business Combination Consummate Term Period | December 4, 2023 to May 4, 2024 | ||||||||||||||
Lock Up Agreement [Member] | |||||||||||||||
Share price | $ 18 | ||||||||||||||
Lock in Period Of Shares | 12 months | ||||||||||||||
Share Transfer Restriction, Threshold Trading Days | 20 days | ||||||||||||||
Number of consecutive trading days for share price determination | 30 days | ||||||||||||||
Number Of Days Post Closing Based On Which Lock In Period Is Determined | 90 days | ||||||||||||||
Maximum [Member] | |||||||||||||||
U.S. government securities, maturity terms | 185 days | ||||||||||||||
Sponsor [Member] | |||||||||||||||
Share price | $ 12 | $ 12 | |||||||||||||
Promissory note – related party | $ 650,000 | $ 650,000 | 0 | ||||||||||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||||||||||
Promissory note – related party | $ 0 | $ 0 | $ 0 | ||||||||||||
Sponsor [Member] | Maximum [Member] | |||||||||||||||
Share Transfer Restriction, Threshold Trading Days | 30 days | ||||||||||||||
Common Class A [Member] | |||||||||||||||
Temporary equity redemption price per share | $ 10.21 | $ 0.03 | $ 0.03 | $ 10.67 | |||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Stock Redeemed or Called During Period | 2,589,121 | ||||||||||||||
Common stock shares outstanding | 0 | 0 | 0 | ||||||||||||
Temporary Equity Accretion To Redemption Value | $ 4,360,577 | $ 4,462,497 | $ 27,136,138 | ||||||||||||
Temporary Equity, Shares Outstanding | 2,057,453 | 2,057,453 | 30,945,072 | 400,000 | |||||||||||
Temporary Equity, Par Value | $ 27,631,384 | ||||||||||||||
Common stock conversion basis | one (1) share of common stock | ||||||||||||||
Temporary equity, par or stated value per share | $ 10.72 | $ 10.72 | $ 10.14 | ||||||||||||
Common Class A [Member] | DHC Acquisition Corp [Member] | |||||||||||||||
Temporary equity redemption price per share | $ 10.21 | ||||||||||||||
Stock issued during period, stock options exercised | 26,298,498 | ||||||||||||||
Temporary Equity Accretion To Redemption Value | $ 268,585,000 | ||||||||||||||
Common Class A [Member] | Subsequent Event [Member] | |||||||||||||||
Temporary equity redemption price per share | $ 10.77 | ||||||||||||||
Stock issued during period, stock options exercised | 1,949,706 | ||||||||||||||
Temporary Equity Accretion To Redemption Value | $ 20,998,333.62 | ||||||||||||||
Temporary Equity, Par Value | $ 20,612,041 | ||||||||||||||
Temporary Equity Shares Issued | 1,908,504 | ||||||||||||||
Temporary equity, par or stated value per share | $ 10.8 | ||||||||||||||
Common Class A [Member] | Common Stock [Member] | |||||||||||||||
Temporary Equity Accretion To Redemption Value | $ 268,585,494 | ||||||||||||||
Common Class A [Member] | Sponsor [Member] | |||||||||||||||
Temporary Equity, Shares Outstanding | 1,971,536 | 1,971,536 | 1,971,536 | ||||||||||||
Temporary Equity, Par Value | $ 1,323,008 | ||||||||||||||
Temporary equity, par or stated value per share | $ 5.37 | ||||||||||||||
Common Class A [Member] | Private Placement Warrants [Member] | |||||||||||||||
Share price | $ 18 | $ 18 | |||||||||||||
Common Class B [Member] | |||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Common stock shares outstanding | 7,736,268 | 7,736,268 | 7,736,268 | 8,625,000 | |||||||||||
Common stock conversion basis | one-for-one basis | ||||||||||||||
Common Class B [Member] | Sponsor [Member] | |||||||||||||||
Common stock shares outstanding | 246,443 | 246,443 | 246,443 | ||||||||||||
Non-Redeemable Common Class A [Member] | |||||||||||||||
Common stock par value | $ 0.0001 | ||||||||||||||
Common stock shares outstanding | 400,000 | 400,000 | |||||||||||||
Non-Redeemable Common Class A [Member] | Sponsor [Member] | |||||||||||||||
Number of shares agreed to transfer | 150,000 | ||||||||||||||
New BEN Common Stock [Member] | Common Stock [Member] | |||||||||||||||
Common stock conversion basis | one (1) share of New BEN Common Stock | ||||||||||||||
IPO [Member] | |||||||||||||||
Proceeds from issuance of warrants | $ 10,211,874 | ||||||||||||||
IPO [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||||||||||||
Class of warrant or rights issued during period | 6,000,000 | ||||||||||||||
Class of warrant or rights issued during period, price per warrant or right | $ 1.5 | $ 1.5 | |||||||||||||
Proceeds from issuance of warrants | $ 9,000,000 | ||||||||||||||
Proceeds from sale of equity | $ 300,000,000 | ||||||||||||||
Proceeds from sale of equity, per unit | $ 10 | ||||||||||||||
IPO [Member] | Common Class A [Member] | |||||||||||||||
Stock issued during period shares new issues | 30,000,000 | ||||||||||||||
Shares issue price | $ 10 | ||||||||||||||
Stock issued during period | 30,000,000 | ||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||
Stock issued during period shares new issues | 945,072 | 4,500,000 | |||||||||||||
Stock issued during period | 945,072 | 4,500,000 | |||||||||||||
Over-Allotment Option [Member] | Underwriters [Member] | Partial Exercise Of Over Allotment Option [Member] | |||||||||||||||
Stock issued during period shares new issues | 945,072 | ||||||||||||||
Stock issued during period, value | $ 9,450,720 | ||||||||||||||
Class of warrant or rights issued during period | 126,010 | 126,010 | |||||||||||||
Class of warrant or rights issued during period, price per warrant or right | $ 1.5 | $ 1.5 | |||||||||||||
Proceeds from issuance of warrants | $ 189,015 | $ 189,015 | |||||||||||||
Stock issued during period | 945,072 | ||||||||||||||
Over-Allotment Option [Member] | Private Placement Warrants [Member] | Sponsor [Member] | |||||||||||||||
Class of warrant or rights issued during period | 126,010 | ||||||||||||||
Over-Allotment Option [Member] | Common Class A [Member] | |||||||||||||||
Stock issued during period shares new issues | 30,000,000 | ||||||||||||||
Shares issue price | $ 10 | ||||||||||||||
Stock issued during period, value | $ 9,450,720 | ||||||||||||||
Stock issued during period | 30,000,000 |
Restatement Of Previously Fil_3
Restatement Of Previously Filed Financial Statements - Additional Information (Detail) - Class B ordinary shares [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common Stock, Shares, Outstanding | 7,736,268 | 7,736,268 | 8,625,000 |
As Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common Stock, Shares, Outstanding | 150,000 | ||
Common Stock, Value, Outstanding | $ 7,256,667 | ||
Revision of Prior Period, Error Correction, Adjustment [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Common Stock, Shares, Outstanding | 1,462,500 | ||
Common Stock, Value, Outstanding | $ 744,274 |
Restatement Of Previously Fil_4
Restatement Of Previously Filed Financial Statements - Summary of impact of the revision on the Company's financial statements (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Additional paid-in capital | $ 4,515,979 | $ 3,996,669 | $ 3,423,088 | $ 4,253,964 | ||
Accumulated deficit | (21,631,053) | (23,220,936) | (12,992,048) | $ (16,161,254) | ||
Expense related to non-redemption agreements | 7,291,533 | 7,291,533 | 7,291,533 | 8,614,541 | 0 | |
Net income (loss) | (5,213,464) | (5,469,799) | (7,059,712) | (6,879,994) | 7,206,713 | |
Shareholder non redemption agreement | 0 | |||||
Contribution by Sponsor | 7,291,533 | 8,614,541 | ||||
Shareholders' Equity (Deficit) | (8,737,310) | (16,160,480) | $ (18,904,696) | |||
Fair value of Founder shares assigned in connection with the non-redemption agreements | 7,291,533 | 7,291,533 | 7,291,533 | |||
Net cash used in operation activities | $ (109,262) | $ (482,314) | $ (726,761) | $ (822,441) | $ (648,866) | |
Class A ordinary shares [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic net income per ordinary share | $ (0.15) | $ (0.24) | $ (0.36) | $ (0.39) | $ 0.19 | |
Diluted net income per ordinary share | (0.15) | (0.24) | (0.36) | |||
Class B ordinary shares [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic net income per ordinary share | (0.15) | (0.24) | (0.36) | $ (0.39) | $ 0.19 | |
Diluted net income per ordinary share | $ (0.15) | $ (0.24) | $ (0.36) | |||
Additional Paid-in Capital [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Contribution by Sponsor | $ 8,614,541 | |||||
Shareholders' Equity (Deficit) | $ 4,515,979 | $ 3,996,669 | $ 3,423,088 | 4,253,964 | $ 0 | 0 |
Accumulated Deficit [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Accumulated deficit | (21,374,718) | |||||
Net income (loss) | (6,879,994) | 7,206,713 | ||||
Shareholders' Equity (Deficit) | (21,374,718) | (21,631,053) | (23,220,936) | $ (12,992,048) | $ (16,161,254) | $ (18,905,470) |
As Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Additional paid-in capital | 0 | 0 | 0 | |||
Accumulated deficit | (17,634,384) | (19,797,848) | ||||
Expense related to non-redemption agreements | 0 | 0 | 0 | |||
Net income (loss) | 2,078,069 | 1,821,734 | 231,821 | |||
Shareholder non redemption agreement | (744,274) | |||||
Contribution by Sponsor | 744,274 | |||||
Fair value of Founder shares assigned in connection with the non-redemption agreements | 0 | 0 | 0 | |||
Net cash used in operation activities | $ (109,262) | $ (482,314) | $ (726,761) | |||
As Previously Reported | Class A ordinary shares [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic net income per ordinary share | $ 0.06 | $ 0.08 | $ 0.01 | |||
Diluted net income per ordinary share | 0.06 | 0.08 | 0.01 | |||
As Previously Reported | Class B ordinary shares [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic net income per ordinary share | 0.06 | 0.08 | 0.01 | |||
Diluted net income per ordinary share | $ 0.06 | $ 0.08 | $ 0.01 | |||
As Previously Reported | Additional Paid-in Capital [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Shareholders' Equity (Deficit) | $ 0 | $ 0 | $ 0 | |||
As Previously Reported | Accumulated Deficit [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Accumulated deficit | (16,858,739) | |||||
Shareholders' Equity (Deficit) | (16,858,739) | (17,634,384) | (19,797,848) | |||
Adjustments [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Additional paid-in capital | 4,515,979 | 3,996,669 | 3,423,088 | |||
Accumulated deficit | (3,996,669) | (3,423,088) | ||||
Expense related to non-redemption agreements | 7,291,533 | 7,291,533 | 7,291,533 | |||
Net income (loss) | (7,291,533) | (7,291,533) | (7,291,533) | |||
Shareholder non redemption agreement | 744,274 | |||||
Contribution by Sponsor | 6,547,259 | |||||
Fair value of Founder shares assigned in connection with the non-redemption agreements | 7,291,533 | 7,291,533 | 7,291,533 | |||
Net cash used in operation activities | $ 0 | $ 0 | $ 0 | |||
Adjustments [Member] | Class A ordinary shares [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic net income per ordinary share | $ (0.21) | $ (0.32) | $ (0.37) | |||
Diluted net income per ordinary share | (0.21) | (0.32) | (0.37) | |||
Adjustments [Member] | Class B ordinary shares [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Basic net income per ordinary share | (0.21) | (0.32) | (0.37) | |||
Diluted net income per ordinary share | $ (0.21) | $ (0.32) | $ (0.37) | |||
Adjustments [Member] | Additional Paid-in Capital [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Shareholders' Equity (Deficit) | $ 4,515,979 | $ 3,996,669 | $ 3,423,088 | |||
Adjustments [Member] | Accumulated Deficit [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Accumulated deficit | (4,515,979) | |||||
Shareholders' Equity (Deficit) | $ (4,515,979) | $ (3,996,669) | $ (3,423,088) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 01, 2023 | Mar. 03, 2023 | |
Future confirming events | one or more future confirming events | |||
Cash equivalents, Carrying value | $ 0 | $ 0 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits, Amounts accrued for interest and penalties | 0 | 0 | ||
Income tax expenses benefit | 0 | $ 0 | ||
FDIC, Insured amount | $ 250,000 | |||
Term of short term investments | 3 months | |||
Weighted average number diluted shares outstanding adjustment | 0 | 0 | ||
Assets Held-in-trust, Noncurrent | $ 22,040,092 | $ 313,913,217 | ||
Accounts receivable, non current | 16,824 | 887,555 | ||
Aggregate Offering Costs Incurred | 17,501,347 | |||
Offering Costs Charged To Temporary Equity | 16,915,008 | |||
Offering Costs Expensed | 586,339 | |||
Cash [Member] | ||||
Assets Held-in-trust, Noncurrent | 22,040,092 | |||
US Treasury Securities [Member] | ||||
Assets Held-in-trust, Noncurrent | $ 313,913,217 | |||
Trust Accounts Receivable [Member] | ||||
Accounts receivable | $ 870,731 | |||
Class A ordinary shares [Member] | ||||
Temporary equity shares outstanding | 2,057,453 | 30,945,072 | 400,000 | |
Number of Common stock into which the class of warrant or right be converted | 16,441,034 | |||
Temproary equity, redemption price per share | $ 0.03 | $ 10.67 | $ 10.21 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Class A Common Stock Subject to Redemption (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Plus: | |||
Accretion of carrying value to redemption value | $ 4,360,577 | $ 4,462,497 | |
Class A Ordinary Shares Subject to Possible Redemption | 22,056,915 | 313,913,217 | |
Common Class A [Member] | |||
Less: | |||
Class A ordinary shares issuance costs | $ (16,924,264) | ||
Redemption | (296,216,878) | ||
Plus: | |||
Accretion of carrying value to redemption value | 4,360,577 | 4,462,497 | 27,136,138 |
Class A Ordinary Shares Subject to Possible Redemption | $ 22,056,916 | $ 313,913,217 | 309,450,720 |
IPO [Member] | |||
Temporary Equity [Line Items] | |||
Gross proceeds | 309,450,720 | ||
Less: | |||
Proceeds allocated to Public Warrants | $ (10,211,874) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Basic and Diluted Net Income (Loss) Per Ordinary Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Class A [Member] | |||||
Basic and diluted net (loss) income per ordinary share | |||||
Allocation of net (loss) income, as adjusted , Basic | $ (3,841,312) | $ 5,765,370 | |||
Denominator: | |||||
Basic weighted average shares outstanding | 9,779,707 | 30,945,072 | |||
Basic net (loss) income per ordinary share | $ (0.15) | $ (0.24) | $ (0.36) | $ (0.39) | $ 0.19 |
Denominator: | |||||
Diluted weighted average shares outstanding | 9,779,707 | 30,945,072 | |||
Common Class B [Member] | |||||
Basic and diluted net (loss) income per ordinary share | |||||
Allocation of net (loss) income, as adjusted , Basic | $ (3,038,682) | $ 1,441,343 | |||
Denominator: | |||||
Basic weighted average shares outstanding | 7,736,268 | 7,736,268 | |||
Basic net (loss) income per ordinary share | $ (0.15) | $ (0.24) | $ (0.36) | $ (0.39) | $ 0.19 |
Denominator: | |||||
Diluted weighted average shares outstanding | 7,736,268 | 7,736,268 |
Public Offering - Additional In
Public Offering - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Mar. 13, 2024 | Mar. 05, 2021 | Mar. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | Mar. 05, 2022 | |
Public Offering [Line Items] | ||||||
Stock issued during period value new issues | $ 300,000,000 | |||||
Payment to acquire restricted investments | $ 9,450,720 | |||||
Assets held in the trust account | $ 309,450,720 | |||||
IPO [Member] | ||||||
Public Offering [Line Items] | ||||||
Proceeds from sale of Private Placement Warrants | $ 10,211,874 | |||||
Over-Allotment Option [Member] | ||||||
Public Offering [Line Items] | ||||||
Stock issued during period shares new issues | 945,072 | 4,500,000 | ||||
Over-Allotment Option [Member] | Partial Exercise Of Over Allotment Option [Member] | Underwriters [Member] | ||||||
Public Offering [Line Items] | ||||||
Stock issued during period shares new issues | 945,072 | |||||
Stock issued during period value new issues | $ 9,450,720 | |||||
Class of warrant or rights issued during period | 126,010 | 126,010 | ||||
Class of warrant or rights issued during period, price per warrant or right | $ 1.5 | $ 1.5 | ||||
Proceeds from sale of Private Placement Warrants | $ 189,015 | $ 189,015 | ||||
Common Class A [Member] | ||||||
Public Offering [Line Items] | ||||||
Common stock, conversion basis | one (1) share of common stock | |||||
Common Class A [Member] | Public Warrants [Member] | ||||||
Public Offering [Line Items] | ||||||
Common stock, conversion basis | Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 10). | |||||
Common Class A [Member] | IPO [Member] | ||||||
Public Offering [Line Items] | ||||||
Stock issued during period shares new issues | 30,000,000 | |||||
Shares issue price | $ 10 | |||||
Warrants exercise price per share | $ 11.5 | |||||
Common Class A [Member] | Over-Allotment Option [Member] | ||||||
Public Offering [Line Items] | ||||||
Stock issued during period shares new issues | 30,000,000 | |||||
Shares issue price | $ 10 | |||||
Stock issued during period value new issues | $ 9,450,720 |
Private Placement - Additional
Private Placement - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Mar. 05, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | |
Private Placement Warrants [Member] | |||
Class of warrants or rights, number of securities called by each warrant or rights | 1 | ||
Class of warrants or rights, exercise price | $ 11.5 | ||
IPO [Member] | |||
Proceeds from issuance of warrants | $ 10,211,874 | ||
IPO [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of warrant or rights issued during period | 6,000,000 | ||
Class of warrant or rights issued during period, price per warrant or right | $ 1.5 | ||
Proceeds from issuance of warrants | $ 9,000,000 | ||
Over-Allotment Option [Member] | Sponsor [Member] | Private Placement Warrants [Member] | |||
Class of warrant or rights issued during period | 126,010 | ||
Class of warrants or rights subscribed but not issued | 600,000 | ||
Class of warrants or rights subscribed but not issued value | $ 900,000 | ||
Proceeds from derivative instrument, financing activities | $ 189,015 |
Related Party Transactions - Sc
Related Party Transactions - Schedule Of Fair Value Of Founder Shares (Detail) - Founder Shares [Member] | Dec. 01, 2023 $ / shares yr | Feb. 28, 2023 yr $ / shares |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Founder shares measurement input | 5.38 | 4.72 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Founder shares measurement input | yr | 0.42 | 0.76 |
Measurement Input, Probability Of Occruence Of Business Combination One [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Founder shares measurement input | $ / shares | 10.67 | 10.21 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Founder shares measurement input | $ / shares | 0 | 0 |
Measurement Input Probability Of Transaction [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Founder shares measurement input | 50 | 50 |
Measurement Input Present Value factor [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Founder shares measurement input | yr | 1.01 | 0.97 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||
Oct. 24, 2023 | Sep. 28, 2023 | Aug. 28, 2023 | Jul. 26, 2023 | Apr. 18, 2023 | Mar. 03, 2023 | Feb. 28, 2023 | Mar. 04, 2021 | Mar. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 01, 2023 | Dec. 29, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||||
Due to related parties current | $ 650,000 | |||||||||||||
Related party advances | $ 650,000 | |||||||||||||
Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share price | $ 12 | |||||||||||||
Notice period to redeem shares | 150 days | |||||||||||||
Due to related parties current | $ 650,000 | $ 0 | ||||||||||||
Related party advances | 650,000 | 0 | ||||||||||||
Proceeds from advances to related parties | $ 75,000 | $ 75,000 | $ 100,000 | $ 100,000 | $ 250,000 | $ 50,000 | ||||||||
Sponsor [Member] | Working Capital Loan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related parties current | 0 | 0 | ||||||||||||
Debt instrument convertible into warrants | $ 1,500,000 | |||||||||||||
Debt instrument conversion price | $ 1.5 | |||||||||||||
Related party advances | $ 0 | 0 | ||||||||||||
Sponsor [Member] | Promissory Note [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||||||
Due to related parties current | 171,357 | |||||||||||||
Related party advances | $ 171,357 | |||||||||||||
Sponsor [Member] | Administrative Service Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction, amounts of transaction | 10,000 | |||||||||||||
Related party transaction. administrative expense | 120,000 | 120,000 | ||||||||||||
Sponsor [Member] | Administrative Service Agreement [Member] | Accrued Liabilities [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transaction. administrative expense | $ 340,000 | $ 220,000 | ||||||||||||
Sponsor [Member] | Maximum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share transfer restriction, threshold trading days | 30 days | |||||||||||||
Sponsor [Member] | Minimum [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of consecutive trading days for share price determination | 20 days | |||||||||||||
Class A ordinary shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares outstanding | 0 | 0 | ||||||||||||
Ordinary shares subject to possible redemption | 2,057,453 | 30,945,072 | 400,000 | |||||||||||
Percentage of common stock shares | 9.90% | |||||||||||||
Temporary equity, par value | $ 27,631,384 | |||||||||||||
Temporary equity, par or stated value per share | $ 10.72 | $ 10.14 | ||||||||||||
Expenses incurred in connection with non redemption agreement | $ 7,291,533 | |||||||||||||
Expenses incurred in connection with non redemption agreements | $ 1,323,008 | |||||||||||||
Class A ordinary shares [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ordinary shares subject to possible redemption | 1,971,536 | 1,971,536 | ||||||||||||
Temporary equity, par value | $ 1,323,008 | |||||||||||||
Temporary equity, par or stated value per share | $ 5.37 | |||||||||||||
Class A ordinary shares [Member] | Founder Shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ordinary shares subject to possible redemption | 246,443 | |||||||||||||
Class B ordinary shares [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares outstanding | 8,625,000 | 7,736,268 | 7,736,268 | |||||||||||
Class B ordinary shares [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares outstanding | 246,443 | 246,443 | ||||||||||||
Class B ordinary shares [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued during period, value, issued for services | $ 25,000 | |||||||||||||
Stock issued during period, shares, issued for services | 7,187,500 | |||||||||||||
Stock issued during period | 1,437,500 | |||||||||||||
Ordinary shares subject to possible redemption | 1,125,000 | |||||||||||||
Percentage of shares issued and outstanding | 20% | |||||||||||||
Shares issued, shares, share-based payment arrangement, forfeited | 888,732 | |||||||||||||
Non-Redeemable Common Class A [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Common stock shares outstanding | 400,000 | 400,000 | ||||||||||||
Non-Redeemable Common Class A [Member] | Sponsor Agreement [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares to be transferred amongst the related parties interest upon consummation of business combination | 1,612,500 | |||||||||||||
Non-Redeemable Common Class A [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of shares to be transferred amongst the related parties interest upon consummation of business combination | 150,000 | |||||||||||||
Non-Redeemable Common Class A [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Percentage of identified shares | 9.90% | |||||||||||||
Estimated fair value of non-redeeming shares | 1,612,500 | |||||||||||||
Estimated fair value of non-redeeming shares, value | $ 7,291,533 | |||||||||||||
Estimated fair value of non-redeeming shares, per share | $ 4.99 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Mar. 05, 2021 | Dec. 31, 2023 | Aug. 12, 2023 | Feb. 27, 2023 | Dec. 31, 2022 | Jan. 27, 2021 | |
Number of days after the completion of the business combination | 45 days | |||||
Deferred underwriting fee payable, per unit | $ 0.35 | |||||
Deferred underwriting fee payable | $ 10,830,775 | |||||
Stock repurchased and retired during period, shares | 3,554,928 | |||||
Deferred underwriting fee forgiven | 10,397,544 | |||||
Gain on extinguishment of underwriting liability recognized in income statement | 348,344 | |||||
Deferred underwriting fee payable | 433,231 | $ 10,830,775 | ||||
Adjustment to additional paid in capital deferred underwriting commission waived | 10,397,544 | |||||
Agreement With The Companies Legal Advisors [Member] | ||||||
Other commitement | $ 4,000,000 | |||||
Remaining commitement amount post business combination maximum | $ 1,750,000 | |||||
Retained Earnings [Member] | ||||||
Stockholders equity forgiveneess of deferred underwriting fees | 10,049,200 | |||||
Other Current Liabilities [Member] | Agreement With The Companies Legal Advisors [Member] | ||||||
Professional fees payable | 4,380,958 | 2,691,769 | ||||
Consulting Agreement [Member] | ||||||
Consultant Fee | $ 2,000,000 | |||||
Consulting Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Professional fees payable | $ 2,000,000 | $ 2,000,000 | ||||
Capital Market Advisory Agreement [Member] | ||||||
Transaction fee payable minimum | $ 2,000,000 | |||||
Additional transaction fee payable as a percentage of amount raised from investors | 4% | |||||
Over-Allotment Option [Member] | ||||||
Option vesting period | 30 days | |||||
Stock issued during period | 945,072 | 4,500,000 |
Shareholders' Deficit - Additio
Shareholders' Deficit - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||||
Mar. 13, 2024 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | Mar. 14, 2024 | Dec. 01, 2023 | Aug. 12, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock shares issued | 0 | 0 | |||||||
Preferred stock shares outstanding | 0 | 0 | |||||||
Agreement With The Companies Legal Advisors [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Remaining Commitment Amount Post Business Combination | $ 1,750,000 | ||||||||
Agreement With The Companies Legal Advisors [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Consideration Paid | $ 3,500,000 | ||||||||
Remaining Commitment Amount Post Business Combination | $ 500,000 | ||||||||
Captial Raised In the Form Of Debt Or Equity | $ 1,000,000 | ||||||||
Proceeds Raised From Captial | 5,000,000 | ||||||||
Principle Consideration Payable | $ 1,250,000 | 1,750,000 | |||||||
Monthly Installement Of Principle Consideration payable | $ 125,000 | $ 145,833 | |||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of sum of ordinary shares issued and outstanding | 20% | ||||||||
Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock shares authorized | 500,000,000 | 500,000,000 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, voting rights | one | ||||||||
Common stock shares issued | 0 | 0 | |||||||
Common stock shares outstanding | 0 | 0 | |||||||
Temporary equity shares outstanding | 2,057,453 | 400,000 | 30,945,072 | ||||||
Common stock, conversion basis | one (1) share of common stock | ||||||||
Common Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock shares authorized | 50,000,000 | 50,000,000 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, voting rights | one | ||||||||
Common stock shares issued | 7,736,268 | 7,736,268 | |||||||
Common stock shares outstanding | 7,736,268 | 7,736,268 | 8,625,000 | ||||||
Common stock, conversion basis | one-for-one basis |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of days after consummation of business combination within which registration shall be made with securities exchange commission | 20 days | |
Number of days after consummation of business combination within which registration with securities exchange commission shall be effective | 60 days | |
Common Class A [Member] | ||
Common stock shares lock in period | 30 days | |
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | ||
Proceeds to be used for business combination as a percentage of total equity proceeds | 60% | |
Sale of stock issue price per share | $ 9.2 | |
Number of trading days for determining volume weighted average trading price of the ordinary shares | 20 days | |
Volume Weighted Average Trading Price Of Shares | $ 9.2 | |
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Warrant Exercise Price One [Member] | ||
Class of warrants or rights, Exercise price as a percentage of newly issued price | 115% | |
Common Class A [Member] | Event Triggering Adjustment To Exercise Price Of Warrants [Member] | Warrant Exercise Price Two [Member] | ||
Class of warrants or rights, Exercise price as a percentage of newly issued price | 180% | |
Share Price $10 [Member] | Common Class A [Member] | Share Redemption Triger Price [Member] | ||
Share price | $ 10 | |
Public Warrants [Member] | ||
Class of warrants or rights, outstanding | 10,315,024 | 10,315,024 |
Class of warrants or rights period after which the warrants or rights are exercisable | 1 year | |
Class of warrant or right days from which warrants or rights exercisable | 30 days | |
Warrants or rights outstanding, term | 5 years | |
Public Warrants [Member] | Common Class A [Member] | Redemption Trigger Price One [Member] | ||
Share price | $ 18 | |
Class of warrants or rights, redemption price per warrant or right | $ 0.01 | |
Class of warrants or rights, notice of redemption period | 30 days | |
Number of trading days determining closing price of ordinary shares | 20 days | |
Number of consecutive trading days for determining the closing price of shares | 30 days | |
Period during which the registered propsectus shall be available for warrant redemption | 30 days | |
Public Warrants [Member] | Common Class A [Member] | Redemption Trigger Price Two [Member] | ||
Share price | $ 10 | |
Class of warrants or rights, redemption price per warrant or right | $ 0.1 | |
Class of warrants or rights, notice of redemption period | 30 days | |
Number of consecutive trading days for determining the closing price of shares | 30 days | |
Private Placement Warrants [Member] | ||
Class of warrants or rights, outstanding | 6,126,010 | 6,126,010 |
Class of warrants or rights lock in period | 30 days | |
Private Placement Warrants [Member] | Common Class A [Member] | ||
Share price | $ 18 | |
Number of trading days determining closing price of ordinary shares | 20 days | |
Number of consecutive trading days for determining the closing price of shares | 30 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Company's Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Level 1 [Member] | ||
Assets: | ||
Cash and investment held in Trust Account | $ 22,040,092 | $ 313,913,217 |
Public Warrants [Member] | Level 2 [Member] | Warrant [Member] | ||
Liabilities: | ||
Warrant Liability | 206,300 | 103,150 |
Private Placement Warrants [Member] | Level 2 [Member] | Warrant [Member] | ||
Liabilities: | ||
Warrant Liability | $ 122,520 | $ 61,260 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets held in the trust account | $ 313,913,217 | $ 22,040,092 |
Cash [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets held in the trust account | $ 22,040,092 | |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair Value Measurement With Unobservable Inputs Reconciliation Liability Transfers From Level1 To Level3 | $ 1,031,502 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Mar. 12, 2024 | Jan. 11, 2024 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Subsequent event, description | one or more business combinations within 36 months of the effectiveness of its IPO registration statement | the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until February 26, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 28, 2024, to regain compliance. |